Form 4 American Virtual Cloud For: May 20 Filed by: MOCK LAWRENCE E, JR.

May 24, 2022 7:44 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MOCK LAWRENCE E, JR.

(Last) (First) (Middle)
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES,
INC 1720 PEACHTREE STREET, SUITE 629

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 05/20/2022   P   250,000 A $ 0.4 (1) 21,423,995 (2) (3) (4) I Please see footnotes (2) (3) (4)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Explanation of Responses:
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.
/s/ Lawrence E. Mock 05/24/2022
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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