Atlas Technical Consultants Holdings GP Form 3 ATLAS TECHNICAL CONSULTANTS / JEFFREY SCOTT JENKINS ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Atlas Technical Consultants Holdings LP

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2020

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	23,974,368	D(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Opco Units	(6)	(6)	Class A Common Stock	23,974,368	(6)	D(1)(2)(3)(4)(5)

1. Name and Address of Reporting Person^*

Atlas Technical Consultants Holdings LP

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Technical Consultants Holdings GP LLC

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP ENERGY SERVICES FUND-A, LP

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP ENERGY SERVICES EXECUTIVE FUND, LP

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Energy Services Fund GP, LP

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Energy Services Fund UGP, LLC

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JENKINS JEFFREY SCOTT

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BERNHARD JAMES M JR

(Last) (First) (Middle)

400 CONVENTION STREET, SUITE 1010

(Street)

BATON ROUGE LA 70802

(City) (State) (Zip)

Explanation of Responses:

1. Reflects securities held directly by Atlas Technical Consultants Holdings LP.

2. 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").

3. (Continued from Footnote 2) Atlas Holdings GP is the general partner of Atlas Technical Consultants Holdings LP, 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.

4. 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.

5. 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.

6. 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.

Remarks:

In connection with the Closing, Atlas Holdings entered into a Director Nomination Agreement (the "Director Nomination Agreement") with the Issuer, pursuant to which Atlas Holdings has the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Director Nomination Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act.

	Atlas Technical Consultants Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon	02/19/2020
	** Signature of Reporting Person	Date
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