American Virtual Cloud Technologies Inc.

05/24/2022 | Press release | Distributed by Public on 05/24/2022 17:45

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MOCK LAWRENCE E, JR.
2. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc. [AVCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES, , INC 1720 PEACHTREE STREET, SUITE 629
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
ATLANTA GA 30309
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOCK LAWRENCE E, JR.
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES,
INC 1720 PEACHTREE STREET, SUITE 629
ATLANTA, GA30309
X X

Signatures

/s/ Lawrence E. Mock 2022-05-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $0.39 to $0.44, inclusive. Lawrence E. Mock, Jr. (the "Reporting Person") hereby undertakes to provide to the Securities and Exchange Commission staff, American Virtual Cloud Technologies, Inc. (the "Issuer"), or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
(2) Includes (i) 1,783,035 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") held directly by Stratos Management Systems Holdings, LLC ("Holdings"), and (ii) 8,445,894 shares of Common Stock held directly by Navigation Capital Partners II, L.P., a Delaware limited partnership ("Navigation Capital"). The Reporting Person is a manager of NCP General Partner II, LLC, which is the general partner of Navigation Capital, which controls Holdings. As a result, the Reporting Person may be deemed to indirectly beneficially own the securities directly held by Navigation Capital and Holdings. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) Includes 10,039,724 shares of Common Stock held directly by Navigation Capital Partners SOF I, LLC ("Investment Sub"). Investment Sub is a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("New SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("SPAC NCP"). The Reporting Person controls SPAC NCP, and as a result, may be deemed to indirectly beneficially own the securities held by SPAC NCP, New SPAC Opps and Investment Sub. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4) Includes 1,155,342 shares of Common Stock held directly by Nobadeer, L.P., a Georgia limited partnership ("Nobadeer"). The Reporting Person is the general partner of Nobadeer, and as a result, may be deemed to indirectly beneficially own the securities held by Nobadeer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.