Filing Details

Accession Number:
0001213900-21-048124
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-09-14 21:58:04
Reporting Period:
2021-09-08
Accepted Time:
2021-09-14 21:58:04
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1704760 American Virtual Cloud Technologies Inc. AVCT () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1409641 Mock Lawrence E, Jr. C/o American Virtual Cloud Technologies,
Inc 1720 Peachtree Street, Suite 629
Atlanta GA 30309
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2021-09-08 6,673,731 $0.00 29,270,424 No 4 C Indirect See footnote
Common Stock Acquisiton 2021-09-10 2,429,561 $0.01 31,699,985 No 4 X Indirect See footnote
Common Stock Disposition 2021-09-10 6,079 $4.00 31,693,906 No 4 S Indirect See footnote
Common Stock Acquisiton 2021-09-10 2,000,000 $0.01 33,693,906 No 4 X Indirect See footnote
Common Stock Disposition 2021-09-10 5,005 $4.00 33,688,901 No 4 S Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnote
No 4 X Indirect See footnote
No 4 S Indirect See footnote
No 4 X Indirect See footnote
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Convertible Debentures Disposition 2021-09-08 0 $0.00 6,673,731 $0.00
Common Stock Warrants Disposition 2021-09-10 2,429,561 $0.00 2,429,561 $0.01
Common Stock Warrants Disposition 2021-09-10 2,000,000 $0.00 2,000,000 $0.01
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 2020-12-01 2025-12-01 No 4 X Indirect
0 2020-04-07 2025-04-07 No 4 X Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 50,000 Indirect See footnote
Footnotes
  1. On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures held by Stratos Management Systems Holdings, LLC ("Holdings") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. The reported securities in this footnote (1) may be deemed to be indirectly beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Reporting Person's Form 4 filed on September 10, 2021 inadvertently failed to report this transaction.
  2. On September 10, 2021, Navigation Capital Partners SOF I, LLC ("Investment Sub"), a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital") elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Issuer's Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 6,079 of the warrant shares to pay the exercise price and issuing to Investment Sub the remaining 2,423,482 shares of Common Stock. Each of the warrants were immediately exercisable and had expiration dates five years from the date of issuance (December 1, 2025, for 10,000 warrants and 79,900 warrants issued on December 1, 2020 and April 7, 2025, for 6,305 warrants issued on April 7, 2020. 6,305 of the warrants were previously held by SPAC Opportunity Partners, LLC prior to being transferred to Investment Sub, and no Form 4 was filed for such transfer due to administrative error. The Reporting Person controls Navigation Capital and as a result, each of the Reporting Person, Navigation Capital and SPAC Opps may be deemed to indirectly beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  3. On September 10, 2021, Holdings elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,005 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,994,995 shares of Common Stock. The Reporting Person may be deemed to be an indirect beneficial owner of the reported securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  4. The reported securities are held directly by Nobadeer LP and indirectly by the Reporting Person who is the general partner of Nobadeer LP. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.