Harshal Desai - Apr 19, 2023 Form 4 Insider Report for ATLAS TECHNICAL CONSULTANTS, INC. (ATCX)

Signature
/s/ Harshal Desai, by Bradford Twombly as Attorney-in-Fact
Stock symbol
ATCX
Transactions as of
Apr 19, 2023
Transactions value $
-$358,251
Form type
4
Date filed
4/20/2023, 07:46 PM
Previous filing
Mar 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATCX Class A common stock Disposed to Issuer -$273K -22.3K -96.53% $12.25 803 Apr 19, 2023 Direct F1, F2, F3
transaction ATCX Class A common stock Other -$9.84K -803 -100% $12.25 0 Apr 19, 2023 Direct F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ATCX Performance Stock Units Disposed to Issuer -$75.2K -6.14K -100% $12.25 0 Apr 19, 2023 Class A Common Stock 6.14K Direct F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Harshal Desai is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Disposed of for $12.25 per share pursuant to the terms of the Merger Agreement.
F3 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.
F4 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.
F5 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.