Sec Form 4 Filing - AS&M Holdings LP @ ATLAS TECHNICAL CONSULTANTS, INC. - 2021-02-03

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 AS&M 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) 02/03/2021 (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 02/03/2021 J( 1 ) 2,940,857 D ( 1 ) 14,695,744 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 2,187,500 D ( 7 )

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 LLC Units of Atlas TC Holdings LLC ( 6 ) 02/03/2021 J( 1 ) 2,940,857 ( 1 ) ( 6 ) ( 6 ) Class A Common Stock ( 1 ) ( 1 ) 14,695,744 I See Footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AS&M Holdings LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X BERNHARD JAMES M JR 400 CONVENTION STREET, SUITE 1010 BATON ROUGE, LA70802 X Signatures AS&M Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon 02/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 3, 2021, AS&M Holdings LP, a Delaware limited partnership ("AS&M Holdings") distributed 17,636,601 common units (such units, the "Opco Units") in Atlas TC Holdings, LLC ("TC Holdings"), together with an equal number of shares of Class B Common Stock, par value $0.0001 per share of the Issuer ("Class B common stock) for no additional consideration to certain of its limited partners. Following such distribution AS&M Holdings no longer holds any securities of the Issuer. ( 2 )Reflects (i) 7,911,905 Opco Units (together with an equal number of shares of Class B Common Stock) held directly by Arrow Environmental SPV, LLC, a Delaware limited liability company ("Arrow Environmental") and (ii) 6,783,839 Opco Units (together with an equal number of shares of Class B Common Stock) held directly by AS&M SPV, LLC, a Delaware limited liability company ("AS&M SPV"). ( 3 )BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP") is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP is the sole general partner of BCP Energy Services Fund GP ("BCP Energy Services Fund GP"), which is the sole general partner of BCP Energy Services Fund, LP ("BCP Energy Services Fund"), BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A") and BCP Energy Executive Fund, LP ("BCP Energy Executive Fund"). BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over AS&M SPV and Arrow Environmental. AS&M SPV is the sole member of AS&M Holdings GP LLC (AS&M Holdings GP). AS&M Holdings GP is the general partner of AS&M Holdings. Each of AS&M SPV and Arrow Environmental are limited partners of AS&M 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 )The amended and restated limited liability company agreement of TC Holdings, a wholly owned subsidiary of the Atlas Technical Consultants, Inc., dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings that own Opco Units, following the date that is six months from the initial business combination of the Issuer on February 14, 2020, have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's Opco Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by TC Holdings of a number of shares of Class A common stock, par value $0.0001 of the Issuer ("Class A common stock"), equal to the number of Opco Units surrendered or (y) at TC Holdings' election made in accordance with the LLC Agreement, the delivery by TC Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption. ( 7 )Includes 2,187,500 shares of Class A common stock held directly by AS&M SPV, as previously reported on the Form 4 filed August 27, 2020.

Remarks: Form 2 of 2.In connection with the closing of the Issuer's business combination on February 14, 2020, AS&M Holdings entered into a Director Nomination Agreement (the "Director Nomination Agreement") with the Issuer, pursuant to which AS&M 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).

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