Sec Form 4 Filing - Miller David L @ ATLAS TECHNICAL CONSULTANTS, INC. - 2020-10-14

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 Miller David L 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy Officer (Last) (First) (Middle) C/O ATLAS TECHNICAL CONSULTANTS, INC., 13215 BEE CAVE PARKWAY BLDG B, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2020 (Street) AUSTIN, TX78735 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 B Common Stock ( 1 ) 10/14/2020 J( 1 ) 41,700 ( 1 ) A 231,662 ( 3 ) 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 LLC Units of Atlas TC Holdings LLC ( 1 ) ( 2 ) 10/14/2020 J( 1 ) 41,700 ( 2 ) ( 2 ) Class A Common Stock 41,700 ( 2 ) 231,662 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller David L C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG B, SUITE 230 AUSTIN, TX78735 Chief Strategy Officer Signatures /s/ David L. Miller 10/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 14, 2020 AS&M Holdings LP, a Delaware limited partnership (formerly known as "Atlas Technical Consultants Holdings LP") distributed a number of common units (the "Opco Units") in Atlas TC Holdings LLC ("TC Holdings"), a wholly-owned subsidiary of Atlas Technical Consultants, Inc. (the "Issuer") together with an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B common stock") of the Issuer to certain of its limited partners. In connection with the aforementioned distribution, the Reporting Person received 41,700 Opco Units and 41,700 shares of Class B common stock. ( 2 )The amended and restated limited liability company agreement of TC Holdings, dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings 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) for either (x) the delivery by TC Holdings of a number of shares of Class A Common Stock, par value $0.0001 per share of the Issuer, 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. ( 3 )Includes 189,962 shares of Class B common stock and an equal number of Opco Units held by PTE Holdings, Inc. ("PTE Holdings"). The Reporting Person directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Opco Units (together with an equal number of shares of Class B common stock), or shares which may be issued upon the redemption of Opco Units (together with an equal number of shares of Class B common stock), held by PTE Holdings. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in PTE Holdings, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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