Sec Form 4 Filing - Reece Joseph E @ ATLAS TECHNICAL CONSULTANTS, INC. - 2020-03-10

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 Reece Joseph E 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATLAS TECHNICAL CONSULTANTS, INC., 13215 BEE CAVE PARKWAY BLDG B, STE 230 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2020 (Street) AUSTIN, TX78738 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/10/2020 J 32,688 ( 1 ) ( 2 ) A 57,688 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reece Joseph E C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG B, STE 230 AUSTIN, TX78738 X Signatures /s/ Joseph E. Reece, by Bradford Twombly as Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the acquisition (the "Acquisition") of Atlas Technical Consultants, Inc. ("Atlas") by Boxwood Merger Corporation, Inc. ("Boxwood"), Helena Capital Advisors, LP ("Helena") along with other financial advisors and underwriters, elected to receive their respective fees in connection with the Acquisition in the form of Class A common stock of Atlas ("Class A common stock") in lieu of cash. As Mr. Reece resigned from Helena on October 14th, 2019, he did not participate in the election to receive shares of Class A common stock in lieu of a cash fee. On November 5, 2019, Mr. Reece executed a separation agreement with Helena (the "Separation Agreement") where he released all claims on future equity and also assumed certain obligations. ( 2 )(continued from footnote 1) The Separation Agreement obligated Helena to make certain cash payments to Mr. Reece in the future. As Helena elected to receive shares of Class A common stock in lieu of a cash fee in connection with work that it had undertaken for Boxwood, the principals of Helena elected to distribute a portion of these shares to Mr. Reece in satisfaction of the obligation owed him under the Separation Agreement. As a result of this payment under the Separation Agreement, Mr. Reece received 32,688 shares of Class A common stock on March 10th, 2020 with a value of $10.23 per share. Mr. Reece has elected to include these shares of Class A common stock with the securities currently held by Mr. Reece that are subject to a lockup period ending on February 14, 2021 pursuant to a lockup agreement entered into by the Mr. Reece in connection with the Acquisition.

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