4//SEC Filing
Atlas Technical Consultants Holdings LP 4
Accession 0000899243-20-005135
CIK 0001751143other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 7:03 PM ET
Size
25.8 KB
Accession
0000899243-20-005135
Insider Transaction Report
Form 4
Transactions
- Other
Class B Common Stock
2020-02-14−3,800,385→ 20,173,983 total - Other
Opco Units
2020-02-14−3,800,385→ 20,173,983 total→ Class A Common Stock (3,800,385 underlying)
Footnotes (7)
- [F1]Reflects securities held directly by Atlas Technical Consultants Holdings LP.
- [F2]BCP Energy Services Fund UGP is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP, LLC, a Delaware limited liability company ("BCP Energy Services Fund UGP") is the sole general partner of BCP Energy Services Fund GP, LP, a Delaware limited partnership ("BCP Energy Services Fund GP"), which is the sole general partner of BCP Energy Services Fund, LP, a Delaware limited partnership ("BCP Energy Services Fund"), BCP CP Energy Services Fund-A, LP, a Delaware limited partnership ("BCP Energy Services Fund-A") and BCP Energy Services Executive Fund, LP, a Delaware limited partnership ("BCP Energy Executive Fund"). BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over Atlas Technical Consultants Holdings GP LLC, a Delaware limited liability company ("Atlas Holdings GP"). Atlas Holdings GP is the general partner of Atlas Technical Consultants Holdings LP,
- [F3](Continued from footnote 2) a Delaware limited partnership ("Atlas Holdings"). As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by Atlas Holdings. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F4]Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- [F5]Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F6]In connection with and immediately following the initial business combination (the "Closing") of Atlas Technical Consultants, Inc. (the "Issuer") on February 14, 2020, Atlas Holdings subsequently distributed the securities for the forfeiture of certain profits interests in Atlas Holdings. The closing price of the Issuer's Class A common stock was $11.35 on the effective date of the initial business combination.
- [F7]The amended and restated limited liability company agreement (the "LLC Agreement") of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company ("Holdings"), dated February 14, 2020 (the "LLC Agreement") provides that certain members of Holdings that own units in Holdings (the "Opco Units"), following the date that is six months from the Closing, have the right to cause Holdings to redeem from time to time, all or a portion of such member's Holdings Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Holdings Units surrendered or (y) at Holdings' election made in accordance with the LLC Agreement, the delivery by Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption.
Issuer
ATLAS TECHNICAL CONSULTANTS, INC.
CIK 0001751143
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001803930
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 7:03 PM ET
- Size
- 25.8 KB