American Virtual Cloud (AVCTQ) Form 4 American Virtual Cloud / LAWRENCE E, JR. MOCK ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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

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)
06/29/2020

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

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

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	06/29/2020		J(1)(2)		$6,305,608.88		04/07/2020	(3)	Common Stock	1,827,712	(4)	$26,805,608.88(6)	I(1)(2)(6)	Please see footnotes(1)(2)(6)
Warrants	$0.01	06/29/2020		J(1)(2)		630,561		04/07/2020	04/07/2025	Common Stock	630,561	(5)	2,680,561(7)	I(1)(2)(7)	Please see footnote(1)(2)(7)
Series A-1 Convertible Debentures	$3.45	12/01/2020		J(8)(9)		$10,000,000		12/01/2020	(10)	Common Stock	2,898,550	(8)	$10,000,000	I(2)(8)(9)	Please see footnotes(2)(8)(9)
Warrants	$0.01	12/01/2020		J(8)(9)		1,000,000		12/01/2020	12/01/2025	Common Stock	1,000,000	(8)	1,000,000	I(2)(8)(9)	Please see footnote(2)(8)(9)

Explanation of Responses:

1. The following securities were transferred to SPAC Opportunity Partners, LLC ("SPAC Opps") by Pensare Sponsor Group, LLC ("Sponsor") on June 29, 2020 as repayment in full of an inter-company loan made to Sponsor by SPAC Opps: (i) $6,305,608.88 aggregate principal amount of Series A Convertible Debentures ("Debentures"), which are initially convertible into 1,827,712 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"); and (ii) warrants to purchase 630,561 shares of Common Stock ("Warrants"). The reported securities were initially acquired by Sponsor on April 7, 2020. This Form 4 is being filed late due to an administrative error.

2. The reported securities are directly held by SPAC Opps, an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital"). The Reporting Person is the sole shareholder of Navigation Capital and as a result, both the Reporting Person and Navigation Capital 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.

3. The Debentures are immediately convertible at the option of the holder into shares of Common Stock at an initial conversion price of $3.45 per share. The Debentures are initially convertible into 1,827,712 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). (continued to footnote 4)

4. (continued from footnote 3) The Debentures are convertible, in whole or in part, at any time at the option of the holder thereof into that number of shares of Common Stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable conversion price, initially $3.45. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and is also subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for, Common Stock at a price below the then-applicable conversion price (subject to certain exceptions). The Debentures are subject to mandatory conversion if the closing price of the Common Stock exceeds $6.00 for any 40 trading days within a consecutive 60 trading day-period, subject to the satisfaction of certain other conditions.

5. The Warrants are immediately exercisable, have an exercise price of $0.01 per whole share and expire on April 7, 2025. The number of shares issuable upon exercise of the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.

6. Includes (i) $20,000,000 aggregate principal amount of Debentures held directly by Stratos Management Systems Holdings LLC ("Holdings"), that may be deemed to be indirectly beneficially owned by the Reporting Person, as described in the Reporting Person's Form 4/A filed on November 6, 2020, and (ii) $500,000 aggregate principal amount of Debentures held directly by Nobadeer LP ("Nobadeer"), that may be deemed to be indirectly beneficially owned by the Reporting Person, as described in the Reporting Person's Form 4 filed on April 9, 2020. The Reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

7. Includes (i) 2,000,000 Warrants held directly by Holdings, that may be deemed to be indirectly beneficially owned by the Reporting Person, as described in the Reporting Person's Form 4/A filed on November 6, 2020, and (ii) 50,000 Warrants held directly by Nobadeer, that may be deemed to be indirectly beneficially owned by the Reporting Person, as described in the Reporting Person's Form 4 filed on April 9, 2020. The Reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

8. On December 1, 2020, SPAC Opportunity Partners Investment Sub, LLC ("Investment Sub") purchased 10,000 units of the Issuer's securities at a price of $1,000 per unit, pursuant to that certain securities purchase agreement, dated as of December 1, 2020, by and among Investment Sub, the Issuer and the other parties specified therein, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 convertible debentures and (ii) one warrant to purchase 100 shares of Common Stock. Investment Sub will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares.

9. Investment Sub is a direct wholly-owned subsidiary of SPAC Opps, and as a result, SPAC Opps, Navigation Capital and the Reporting Person may be deemed to indirectly beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of such securities to the extent of his pecuniary interest therein.

10. The expiration date is the date that the principal amount of the Series A-1 convertible debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion in whole pursuant to the terms thereof. The entire principal sum amount of the Series A-1 convertible debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) such date, commencing on or after the 30 month anniversary of December 1, 2020, as the holder, 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 therein).

	/s/ Lawrence E. Mock	01/26/2021
	** 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.