| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ATCX | Class A common stock | Disposed to Issuer | -$383K | -31.3K | -100% | $12.25 | 0 | Apr 19, 2023 | Direct | F1, F2, F3 |
| transaction | ATCX | Class A common stock | Disposed to Issuer | -$1.05M | -85.3K | -100% | $12.25 | 0 | Apr 19, 2023 | By Brian K Ferraioli Revocable Trust | F1, F2, F3 |
Brian K. Ferraioli is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of for $12.25 per share pursuant to the terms 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"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement. |
| F2 | At the Effective Time, 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. |
| F3 | At the Effective Time, each Current Year Company RSU was converted into a right to receive cash in an amount equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock then subject to such Current Year Company RSU (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 that it has replaced. |