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^*

WILLIS ROBERT E.

(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)
04/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/26/2022

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)

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)
Restricted Stock Units	⁽¹⁾	04/22/2022		A		150,000⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. Represents restricted stock units, each unit representing a contingent right to receive one share of the Issuer's common stock.

2. On April 26, 2022, the Reporting Person filed a Form 4 which inadvertently reported in Column 5 of Table II the acquisition of 1,500,000 restricted stock units. In fact, as reported in this amendment (and as correctly reported in Columns 7 and 9 of Table II of the Form 4 as originally filed), the Reporting Person acquired 150,000 restricted stock units.

3. Up to 50% of the restricted stock units shall vest at a rate of twelve and a half percent (12.5%) on each of April 1, 2023, 2024, 2025 and 2026 (each, a "Service Vesting Date"), provided the Reporting Person's service continues with the Issuer and its related entities through and on the applicable Service Vesting Date. Up to 50% of the restricted stock units shall vest at a rate of twelve and a half percent (12.5%) on each of December, 2022, 2023, 202 and 2025 (each, a "Performance Vesting Date"), provided the Reporting Person's service continues with the Issuer and its related entities through and on the applicable Performance Vesting Date, and the volume weighted average price per share of the Issuer's common stock for the twenty (20) trading days in the thirty (30) consecutive trading day period immediately preceding December 31, 2022, 2023, 2024, 2025, as applicable, meets target prices set by the Issuer's board of directors (each a "Share Price Target"). The Share Price Target for December 31, 2022 is $2.11.

	/s/ Jason Simon, Attorney-in-Fact	04/27/2022
	** 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).
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