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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

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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

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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

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	C	Indirect
2020-12-01	2025-12-01	No	4	X	Indirect
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

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.
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.
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.
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.