Sec Form 4 Filing - MIHI LLC @ 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 MIHI LLC 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) C/O MACQUARIE CAPITAL (USA) INC., 125 WEST 55TH STREET, L-22 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2020 (Street) NEW YORK, NY10019 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 02/14/2020 C( 1 ) 1,975,000 A $ 0 ( 1 ) 2,225,000 I See footnote ( 2 ) Class A Common Stock 02/14/2020 A 200,000 A $ 10 ( 3 ) 200,000 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 Class F Common Stock $ 0 ( 1 ) 02/14/2020 D 2,950,000 02/14/2020( 1 ) 02/14/2020( 1 ) Class A Common Stock 2,950,000 $ 0 ( 4 ) 1,975,000 I See footnote ( 2 ) Class F Common Stock $ 0 ( 1 ) 02/14/2020 C( 1 ) 1,975,000 02/14/2020( 1 ) 02/14/2020( 1 ) Class A Common Stock 1,975,000 $ 0 ( 1 ) 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIHI LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK, NY10019 X Signatures MGL - /s/Charles Glorioso, Authorized Signatory, /s/Paul Peduto, Authorized SignatoryMIHI LLC - /s/Jin Chun, Authorized Signatory, /s/Larry Handen, Authorized SignatoryMIHI BOXWOOD SPONSOR, LLC - /s/Jin Chun, Authorized Signatory, /s/Larry Handen, AS 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), automatically converted into shares of Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis, on February 14, 2020 at the time of the Issuer's initial business combination. The Class F Common Stock had no expiration date. ( 2 )The securities are held directly by Boxwood Sponsor LLC (the "Sponsor"). The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC ("MIHI"), and Boxwood Management Company, LLC ("Boxwood Management"). MIHI and Boxwood Management have shared voting and dispositive power with respect to the shares held by the Sponsor and, as such, may be deemed to beneficially own the shares held by the Sponsor. Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of MIHI and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, MIHI and MIHI Boxwood Sponsor, LLC are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all securities of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 3 )200,000 shares of Class A common stock were issued to MIHI, at the direction of Macquarie Capital (USA) Inc., as partial consideration for their services as a financial advisor to the Issuer. ( 4 )Disposed of pursuant to the Forfeiture Agreement, dated as of January 23, 2020, by and between Atlas Technical Consultants Holdings LP and the Sponsor, pursuant to which the Sponsor agreed to forfeit and surrender for cancellation, for no consideration, 2,950,000 shares of Class F Common Stock.

Remarks: MIHI LLC, MIHI LLC, MIHI BOXWOOD SPONSOR LLC, MIHI BOXWOOD SPONSOR LLC, MACQUARIE GROUP LTD, MACQUARIE GROUP LTD

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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