SEC FORM 4/A

SEC FORM 4/A SEC Form 4

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

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/10/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2021		C		166,843	A	⁽¹⁾	22,763,537⁽²⁾	I	Please see footnotes⁽¹⁾
Common Stock	09/10/2021		X		2,429,561	A	$0.01	25,193,098⁽²⁾	I	Please see footnotes⁽³⁾⁽⁴⁾
Common Stock	09/10/2021		S⁽³⁾⁽⁴⁾		6,079	D	$4	25,187,019⁽²⁾	I	Please see footnotes⁽³⁾⁽⁴⁾
Common Stock	09/10/2021		X		2,000,000	A	$0.01	27,187,019⁽²⁾	I	Please see footnotes⁽⁵⁾
Common Stock	09/10/2021		S⁽⁵⁾		5,005	D	$4	27,182,014⁽²⁾	I	Please see footnotes⁽⁵⁾
Common Stock	09/16/2021		X		50,000	A	$0.01	27,232,014	I	Please see footnotes⁽⁶⁾
Common Stock	09/16/2021		S⁽⁶⁾		141	D	$3.53	27,231,873	I	Please see footnotes⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Debentures	⁽¹⁾	09/08/2021		C			$500,000	⁽¹⁾	⁽¹⁾	Common Stock	166,843	$0	0	I	Please see footnotes⁽¹⁾
Warrants	$0.01	09/16/2021		X			50,000	12/01/2020	12/01/2025	Common Stock	50,000	$0	0	I	Please see footnotes⁽⁶⁾

Explanation of Responses:

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 Nobadeer L.P. ("Nobadeer") 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 are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock 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 (the "First Form 4") inadvertently failed to report this transaction.

2. On September 14, 2021, the Reporting Person filed a Form 4 (the "Second Form 4") that inadvertently reported the conversion (the "Prior Conversion") of debentures into 6,673,731 shares of Common Stock, when the Prior Conversion had previously been reported on the First Form 4. The warrant exercises (and subsequent payments made on a cashless basis) in footnotes (3) and (4) below, which were reported on the Second Form 4, are reported in this filing solely to correct the number of shares of Common Stock beneficially owned by the Reporting Person following each transaction.

3. 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 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).

4. (continued from footnote (3)) 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.

5. On September 10, 2021, Stratos Management Systems Holdings, LLC elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of 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.

6. On September 16, 2021, Nobadeer elected to exercise each of its 500 warrants (each such warrant entitling the holder thereof to purchase 100 shares of 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 141 of the warrant shares to pay the exercise price and issuing to Nobadeer the remaining 49,859 shares of Common Stock. The reported securities are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Lawrence E. Mock	10/04/2021
	** 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.

SEC Form 4: Mock Lawrence E, Jr. converted options into 166,843 shares and sold $44,834 worth of shares (11,225 units at $3.99) (Amendment)