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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
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/YYYY)
10/14/2020
(Street)
AUSTIN, TX 78735
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)    41700 (1) A  (1) 231662 (3) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)    41700       (2)  (2) Class A Common Stock  41700   (2) 231662 (3) D   

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.

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, TX 78735


Chief Strategy Officer

Signatures
/s/ David L. Miller 10/15/2020
**Signature of Reporting Person Date
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