SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Powell Walter George

(Last)

(First)

(Middle)

C/O ATLAS TECHNICAL CONSULTANTS, INC.

13215 BEE CAVE PARKWAY BLDG B, SUITE 230

(Street)

AUSTIN

78738

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLAS TECHNICAL CONSULTANTS, INC. [ ATCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	04/19/2023		D		332,261⁽¹⁾⁽²⁾⁽³⁾	D	$12.25⁽²⁾	18,367	D
Class A common stock	04/19/2023		J		18,367⁽²⁾⁽³⁾⁽⁴⁾	D	$12.25⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾⁽⁵⁾	04/19/2023		D			28,628	⁽³⁾⁽⁵⁾	⁽³⁾⁽⁵⁾	Class A Common Stock	28,628	$12.25⁽²⁾	0	D

Explanation of Responses:

1. At the Effective Time of that certain Agreement and Plan of Merger, dated January 30, 2023, by and among Atlas Technical Consultants, Inc. (the "Company"), GI Apple Midco LLC, and GI Apple Merger Sub LLC (the "Merger Agreement"), each Company RSU outstanding as of immediately prior to the Effective Time that is not a Current Year Company RSU was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.

2. Disposed of for $12.25 per share pursuant to the terms of the Merger Agreement.

3. At the Effective Time, each Current Year Company RSU and each Current Year Company PSU was converted into a right to receive cash in an amount equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock then subject to such Current Year Company RSU or Current Year Company PSU (the "Cash Replacement Award"). Each Cash Replacement Award will be subject to the same terms and conditions (including vesting terms and terms providing for the acceleration of vesting) that apply to the Current Year Company RSU or Current Year Company PSU that it has replaced; provided that, performance metrics applicable to any Current Year Company PSUs were deemed achieved at target performance.

4. Pursuant to a Rollover Contribution and Exchange Agreement (the "Rollover Agreement"), among GI Apple Parent LP, GI Apple Topco Inc ("Topco") and the Reporting Person (the "Rollover Participant"), the Rollover Participant contributed these shares (each, a "Rollover Share") to Topco in exchange for a number of shares of Topco's common stock calculated pursuant to the Rollover Agreement, effective as of the Effective Time, at a value of $1.00 per share of Topco common stock and $12.25 per Rollover Share.

5. At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time; provided that the performance metrics of such Company PSU were deemed achieved at the greater of target and actual performance effective as of the Effective Time (up to a maximum of 137.5% of target), without any pro-ration.

	/s/ Walter George Powell, by Bradford Twombly as Attorney-in-Fact	04/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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