Sec Form 4 Filing - Parnell Jonathan M. @ ATLAS TECHNICAL CONSULTANTS, INC. - 2021-08-18

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 Parnell Jonathan 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) _____ 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) 08/18/2021 (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

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 Performance Stock Option $ 10.5 08/18/2021 A 102,739 ( 1 ) 08/18/2031 Class A Common Stock 102,739 $ 0 102,739 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parnell Jonathan M. C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG B, SUITE 230 AUSTIN, TX78738 Chief Strategy Officer Signatures /s/ Jonathan M. Parnell, by Laura Strunk as Attorney-in-Fact 08/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the satisfaction of the service-based vesting conditions described below, the performance stock option ("PSO") may be deemed earned upon the attainment of share price targets (based on a 60-day trading average) for Atlas Technical Consultants, Inc.'s Class A Common Stock. Twenty-five percent (25%) of the PSO will be deemed earned with respect to the share price conditions upon attainment of each of the following share price targets: $20 per share, $25 per share, $30 per share and $35 per share. To the extent the share price targets have been attained, the PSOs will vest in four equal installments (twenty-five percent (25%) each) with respect to the service-based vesting conditions and become exercisable upon each of the second, third, fourth and fifth anniversaries of the grant date, subject to the participant's continued employment with Atlas Technical Consultants, Inc. or its affiliate or successor.

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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