Sec Form 4 Filing - Kadenacy Stephen M @ 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 Kadenacy Stephen M 2. Issuer Name and Ticker or Trading Symbol ATLAS TECHNICAL CONSULTANTS, INC. [ ATCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATLAS TECHNICAL CONSULTANTS, INC., 13215 BEE CAVE PARKWAY BLDG A, STE 260 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2020 (Street) AUSTIN, TX78738 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 A Common Stock 02/14/2020 M 1,975,000 A 2,225,000 ( 2 ) I See footnote ( 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 Class F Common Stock ( 4 ) 02/14/2020 J 2,950,000 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 2,950,000 $ 0 3,750,000 I See footnote ( 5 ) Class F Common Stock ( 4 ) 02/14/2020 M 1,975,000 ( 4 ) ( 4 ) Class A Common Stock 1,975,000 $ 0 3,750,000 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kadenacy Stephen M C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG A, STE 260 AUSTIN, TX78738 X X Boxwood Management Company, LLC C/O BOXWOOD MERGER CORP. 1112 MONTANA AVENUE, SUITE 901 SANTA MONICA, CA90403 X Signatures /s/ Stephen M. Kadenancy 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately upon the consummation of the initial business combination (the "Closing") of Atlas Technical Consultants, Inc. (the "Issuer") on February 14, 2020, each outstanding share of the Issuer's Class F common stock, par value $0.0001 per share ("Founder Shares"), was converted into one share of the Issuer's Class A common stock, par value $0.0001 ("Class A common stock"). Boxwood Sponsor LLC (the "Sponsor") held 1,975,000 Founder Shares prior to the Closing, which were converted into 1,975,000 shares of Class A common stock immediately after the Closing. ( 2 )Includes 250,000 shares of Class A common stock, par value $0.0001 of Boxwood Merger Corp. that converted into 250,000 shares of Class A common stock pursuant to the Closing. ( 3 )Cancellation of Founder Shares to the Issuer for no consideration. ( 4 )The Founder Shares were convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-228018) and had no expiration date. ( 5 )The securities are held directly by the Sponsor. The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC and Boxwood Management Company, LLC ("Boxwood Management"). Mr. Stephen M. Kadenacy owns a majority interest in, and is the sole manager of, Boxwood Management. As such, Mr. Kadenacy may be deemed to beneficially own the shares held by Boxwood Management or the Sponsor. Certain of the Issuer's other officers and directors hold economic interests in Boxwood Management and pecuniary interests in certain of the securities held by Boxwood Management. Each of Boxwood Management, Mr. Kadenacy and such other officers and directors disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.

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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