0001213900-21-047667.txt : 20210913 0001213900-21-047667.hdr.sgml : 20210913 20210913160533 ACCESSION NUMBER: 0001213900-21-047667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210407 FILED AS OF DATE: 20210913 DATE AS OF CHANGE: 20210913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELLIS U. BERTRAM JR. CENTRAL INDEX KEY: 0001712947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38167 FILM NUMBER: 211249670 MAIL ADDRESS: STREET 1: C/O PENSARE SPONSOR GROUP, LLC STREET 2: 1720 PEACHTREE STREET, SUITE 629 CITY: ATLANTA STATE: GA ZIP: 30309 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 2021-04-07 0 0001704760 American Virtual Cloud Technologies, Inc. AVCT 0001712947 ELLIS U. BERTRAM JR. AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 1720 PEACHTREE STREET, SUITE 629 ATLANTA GA 30309 1 0 0 0 Common Stock 2021-04-07 4 M 0 15000 A 42000 D Common Stock 2021-09-08 4 C 0 394564 3.45 A 436564 D Series A-1 convertible debentures 3.45 2021-09-08 4 C 0 1000000 0 A Common Stock 83422 0 D Series A convertible debentures 3.45 2021-09-08 4 C 0 250000 0 A Common Stock 311142 0 D Restricted Stock Units 2021-04-07 4 M 0 15000 0 A Common Stock 15000 45000 D Restricted stock units convert into common stock on a one-for-one basis. The debentures were immediately exercisable, subject to a conversion cap that applied until the Issuer obtained the requisite stockholder approval to issue the full amount of underlying shares. The expiration date was the date that the principal amount of the applicable debenture (together with all accrued but unpaid interest thereon) was paid in full, subject to mandatory conversion in whole pursuant to the terms thereof, which mandatory conversion occurred effective September 8, 2021. The entire principal sum amount of the Series A-1 and Series A convertible debentures, together with accrued and unpaid interest thereon, was due and payable on the earlier to occur of certain dates specified in the debentures. On April 7, 2020, the reporting person was granted 60,000 restricted stock units, vesting in four equal annual installments beginning on April 7, 2021 (each, a "Vesting Date"), provided that the reporting person's service continues with the Issuer and its related entities through and on the applicable Vesting Date. /s/ Alan I. Annex, Attorney-in-Fact 2021-09-10