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Form 4/A American Virtual Cloud For: Apr 07 Filed by: MOCK LAWRENCE E, JR.

November 6, 2020 8:59 PM EST
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)
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)
04/07/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/09/2020		 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 04/07/2020   J (1)   8,189,490 (2) A $ 3 (1) 8,189,490 I see footnote (3)
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
Series A Convertible Debentures $ 3.45 04/07/2020   J (4)   $ 20,000,000 (2)   04/07/2020   (5) Common Stock 5,797,101 (5) (4) $ 20,000,000 I see footnote (3)
Warrants $ 0.01 04/07/2020   J (4)   2,000,000 (2)   04/07/2020 04/07/2025 Common Stock 2,000,000 (4) 2,000,000 I see footnote (3)
Explanation of Responses:
1. Represents shares issued to Stratos Management Systems Holdings LLC ("Holdings") in connection with the closing of the transactions contemplated by that certain Business Combination Agreement dated July 24, 2019, as amended (the "Agreement"), by and among the Issuer, Stratos Management Systems, Inc., Tango Merger Sub
2. These securities were inadvertently omitted from the reporting person's original Form 4 filed on April 9, 2020, and also were omitted from a subsequent Form 4 filed by the reporting person.
3. The securities are held directly by Holdings. Holdings is controlled by Navigation Capital Partners II, L.P. ("Navigation Capital"). NCP General Partner II, LLC ("NCP GP") is the general partner of Navigation Capital, and John Richardson ("Mr. Richardson") and the reporting person are the managers of NCP GP. Navigation Capital, NCP GP, Mr. Richardson and the reporting person may all be deemed to be indirect beneficial owners of the reported securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Navigation Capital, NCP GP and Mr. Richardson's beneficial ownership is being reported separately.
4. Pursuant to the terms of the Agreement and a Securities Purchase Agreement dated April 3, 2020, by and among the Issuer, Holdings, and the other purchasers named therein ("Purchasers"), the following securities were issued to Holdings on April 7, 2020: (i) $20,000,000 aggregate principal amount of Series A Convertible Debentures ("Debentures"), which are initially convertible into 5,797,101 shares of the Issuer's common stock; and (ii) warrants to purchase 2,000,000 shares of the Issuer's common stock.
5. The Debentures are immediately convertible at the option of the holder, subject to potential redemption rights within 120 days of the issuance date, into shares of common stock at an initial conversion price of $3.45 per share. The Debentures are initially convertible into 5,797,101 shares of Common Stock, subject to adjustment. The Debentures bear interest at a rate of 10% per annum, payable quarterly on the last day of each calendar quarter in the form of additional Debentures, except upon maturity in which case accrued and unpaid interest is payable in cash. The entire principal amount of the Debentures, together with accrued and unpaid interest thereon, is due and payable on the earlier of (i) such date, commencing on or after October 7, 2022, as the holder thereof, at its sole option, upon not less than 30 days' prior written notice to the Issuer, demands payment thereof and (ii) the occurrence of a Change in Control (as defined in the Debentures).
/s/ Alan I. Annex, Attorney-in-Fact 11/06/2020
** 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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