0001213900-21-048124.txt : 20210914
0001213900-21-048124.hdr.sgml : 20210914
20210914215804
ACCESSION NUMBER: 0001213900-21-048124
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210908
FILED AS OF DATE: 20210914
DATE AS OF CHANGE: 20210914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOCK LAWRENCE E, JR.
CENTRAL INDEX KEY: 0001409641
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38167
FILM NUMBER: 211254094
MAIL ADDRESS:
STREET 1: ONE BUCKHEAD PLAZA
STREET 2: 3060 PEACHTREE RD, SUITE 780
CITY: ATLANTA
STATE: GA
ZIP: 30305
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: American Virtual Cloud Technologies, Inc.
CENTRAL INDEX KEY: 0001704760
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1720 PEACHTREE STREET
STREET 2: SUITE 629
CITY: ATLANTA
STATE: GA
ZIP: 30309
BUSINESS PHONE: 404-234-3098
MAIL ADDRESS:
STREET 1: 1720 PEACHTREE STREET
STREET 2: SUITE 629
CITY: ATLANTA
STATE: GA
ZIP: 30309
FORMER COMPANY:
FORMER CONFORMED NAME: PENSARE ACQUISITION Corp
DATE OF NAME CHANGE: 20170425
4
1
ownership.xml
X0306
4
2021-09-08
0
0001704760
American Virtual Cloud Technologies, Inc.
AVCT
0001409641
MOCK LAWRENCE E, JR.
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES,
INC 1720 PEACHTREE STREET, SUITE 629
ATLANTA
GA
30309
1
0
0
0
Common Stock
2021-09-08
4
C
0
6673731
A
29270424
I
See footnote
Common Stock
2021-09-10
4
X
0
2429561
0.01
A
31699985
I
See footnote
Common Stock
2021-09-10
4
S
0
6079
4.00
D
31693906
I
See footnote
Common Stock
2021-09-10
4
X
0
2000000
0.01
A
33693906
I
See footnote
Common Stock
2021-09-10
4
S
0
5005
4.00
D
33688901
I
See footnote
Common Stock
50000
I
See footnote
Series A Convertible Debentures
2021-09-08
4
C
0
20000000
0
D
Common Stock
6673731
0
I
See footnote
Warrants
0.01
2021-09-10
4
X
0
2429561
0
D
2020-12-01
2025-12-01
Common Stock
2429561
0
I
See footnote
Warrants
0.01
2021-09-10
4
X
0
2000000
0
D
2020-04-07
2025-04-07
Common Stock
2000000
0
I
See footnote
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.
/s/ Lawrence E. Mock
2021-09-14