4//SEC Filing
Atlas Technical Consultants Holdings LP 4
Accession 0000899243-20-023514
CIK 0001751143other
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 5:29 PM ET
Size
35.1 KB
Accession
0000899243-20-023514
Insider Transaction Report
Form 4
Transactions
- Purchase
Class B Common Stock
2020-08-25$7.47/sh+2,187,500$16,340,625→ 22,361,483 total(indirect: See Footnotes) - Purchase
Opco Units
2020-08-25$7.47/sh+2,187,500$16,340,625→ 22,361,483 total(indirect: See Footnotes)→ Class A Common Stock (2,187,500 underlying)
Footnotes (6)
- [F1]Reflects 20,173,983 securities held directly by AS&M Holdings LP (formerly known as "Atlas Technical Consultants Holdings LP") and 2,187,500 securities held directly by AS&M SPV, LLC, a Delaware limited liability company ("AS&M SPV" and formerly known as "Atlas Technical Consultants SPV, LLC").
- [F2]BCP Energy Services Fund UGP is controlled 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 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 AS&M SPV, which is the sole member of AS&M Holdings GP LLC, a Delaware limited liability company ("AS&M GP" and formerly known as "Atlas Technical Consultants Holdings GP LLC").
- [F3](Continued From footnote 2)AS&M GP is the general partner of AS&M Holdings LP, a Delaware limited partnership ("AS&M Holdings"). As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by AS&M 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]The amended and restated limited liability company agreement of Atlas TC Holdings, LLC ("TC Holdings"), a wholly owned subsidiary of the Atlas Technical Consultants, Inc., dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings that own units in TC Holdings (the "Opco Units"), following the date that is six months from the initial business combination of the Issuer on February 14, 2020, have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's Opco Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by TC Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Opco Units surrendered or (y) at TC Holdings' election made in accordance with the LLC Agreement, the delivery by TC 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
- Aug 26, 8:00 PM ET
- Accepted
- Aug 27, 5:29 PM ET
- Size
- 35.1 KB