| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ATCX | Class A common stock | Disposed to Issuer | -$4.07M | -332K | -94.76% | $12.25 | 18.4K | Apr 19, 2023 | Direct | F1, F2, F3 |
| transaction | ATCX | Class A common stock | Other | -$225K | -18.4K | -100% | $12.25 | 0 | Apr 19, 2023 | Direct | F2, F3, F4 |
| 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 | -$351K | -28.6K | -100% | $12.25 | 0 | Apr 19, 2023 | Class A Common Stock | 28.6K | Direct | F2, F3, F5 |
Walter George Powell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |