Sec Form 4 Filing - Atlas Technical Consultants Holdings LP @ ATLAS TECHNICAL CONSULTANTS, INC. - 2020-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 400 CONVENTION STREET, SUITE 1010 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2020 (Street) BATON ROUGE, LA70802 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 B Common Stock 02/14/2020 J( 6 ) 3,800,385 D 20,173,983 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Opco Units ( 7 ) 02/14/2020 J( 6 ) 3,800,385 ( 7 ) ( 7 ) Class A Common Stock 3,800,385 ( 7 ) 20,173,983 D ( 2 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atlas Technical Consultants Holdings LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X Atlas Technical Consultants Holdings GP LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BCP ENERGY SERVICES FUND-A, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BCP ENERGY SERVICES EXECUTIVE FUND, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BCP Energy Services Fund GP, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BCP Energy Services Fund UGP, LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X JENKINS JEFFREY SCOTT 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BERNHARD JAMES M JR 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X Signatures Atlas Technical Consultants Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon 02/19/2020 Signature of Reporting Person Date

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"). Atlas Holdings GP is the general partner of Atlas Technical Consultants Holdings LP, ( 3 )(Continued from footnote 2) 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 )In connection with and immediately following the initial business combination (the "Closing") of Atlas Technical Consultants, Inc. (the "Issuer") on February 14, 2020, Atlas Holdings subsequently distributed the securities for the forfeiture of certain profits interests in Atlas Holdings. The closing price of the Issuer's Class A common stock was $11.35 on the effective date of the initial business combination. ( 7 )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.

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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