Atlas Technical Consultants (ATCX) Form 4 ATLAS TECHNICAL CONSULTANTS / Gary M. Cappa ownership change

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^*

Cappa Gary M.

(Last) (First) (Middle)

C/O ATLAS TECHNICAL CONSULTANTS, INC.

13215 BEE CAVE PARKWAY BLDG B, SUITE 230

(Street)

AUSTIN TX 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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	05/06/2021		A		8,446	A	$0.0	30,651	D
Class A Common Stock								82,119	I	By Cappa Family Trust
Class A Common Stock								1,123,656	I	see footnote(2)
Class B Common Stock								861,324	I	see footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 6, 2021 (the "Grant Date") the Reporting Person received an award of restricted stock units ("RSUs"), which will fully vest on May 6, 2022. Each RSU represents the right to receive one share of Class A common stock, par value $0.0001 per share ("Class A common stock"), of Atlas Technical Consultants, Inc. Except as otherwise provided in the applicable RSU award agreement, the shares of Class A common stock underlying the RSUs will be delivered to the Reporting Person within 30 days of the applicable vesting date.

2. 756,838 shares of Class A common stock are held directly by Engineering & Testing Services Holdings Corporation ("ETS Holdings"), 289,881 shares of Class A common stock are held directly by Engineering Services Holdings Corporation ("ES Holdings") and 76,937 shares of Class A common stock are held directly by CEL Consulting Holdings Corporation ("CEL").

3. 580,145 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering & Testing Services Holdings Corporation ("ETS Holdings"), 222,204 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering Services Holdings Corporation ("ES Holdings") and 58,975 shares of Class B common stock and an equal number of Opco Units are held directly by CEL Consulting Holdings Corporation ("CEL").

	/s/ Gary M. Cappa, by Bradford Twombly as Attorney-in-Fact	05/10/2021
	** 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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