Sec Form 4 Filing - MASTEC INC @ American Virtual Cloud Technologies, Inc. - 2020-04-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MASTEC INC 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 800 S DOUGLAS ROAD, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/07/2020 (Street) CORAL GABLES, FL33134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Debenture $ 3.45 ( 1 ) 04/07/2020 P 3,000,000 ( 2 ) 04/07/2020( 3 ) ( 4 ) Common Stock ( 5 ) $ 3,000,000 ( 2 ) $ 3,000,000 ( 2 ) D Warrant $ 0.01 ( 6 ) 04/07/2020 P 300,000 04/07/2020 04/07/2025 Common Stock 300,000 $ 3,000,000 ( 7 ) 300,000 D Warrant $ 11.5 ( 8 ) 05/07/2020( 9 ) ( 10 ) Common Stock 2,000,000 2,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MASTEC INC 800 S DOUGLAS ROAD, 12TH FLOOR CORAL GABLES, FL33134 X Signatures /s/ Albert de Cardenas 04/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Per share, subject to adjustments. ( 2 )Represents the initial principal amount outstanding under the convertible debenture (the "Convertible Debenture"). The Convertible Debenture was acquired as part of an acquisition of units (each, a "Unit"), with each Unit consisting of (i) $1,000 in principal amount of American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.) (the "Issuer") Series A convertible debentures and (ii) a warrant to purchase 100 shares of the Issuer's common stock. The purchase price for each Unit was $1,000, and MasTec, Inc. (the "Reporting Person") acquired 3,000 Units. ( 3 )The Convertible Debenture may be converted in whole or in part at any time from April 7, 2020 until payment in full of the principal amount of the Convertible Debenture (together with all accrued but unpaid interest thereon), subject to mandatory conversion of the Convertible Debenture in whole pursuant to the terms thereof. ( 4 )The expiration date is the date that the principal amount of the Convertible Debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion of the Convertible Debenture in whole pursuant to the terms thereof. ( 5 )The number of shares of Common Stock to be acquired upon conversion of the Convertible Debenture will be determined by dividing the principal amount of the Convertible Debenture so converted (together with all accrued but unpaid interest thereon) by the conversion price. ( 6 )Per share, subject to adjustments. ( 7 )The warrant was acquired as part of the Reporting Person's acquisition of Units (described in note 2). ( 8 )Per share, subject to adjustments. ( 9 )The warrant may be exercised beginning on the date that is thirty (30) days after the first date on which the Issuer completes a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination, involving the Issuer and one or more businesses or entities (a "Business Combination"). On April 7, 2020, the Issuer consummated a Business Combination in contemplation whereof, the Issuer changed its name from "Pensare Acquisition Corp." to "American Virtual Cloud Technologies, Inc." Accordingly, the warrant will become exercisable on May 7, 2020. ( 10 )The warrant expires at 5:00 p.m., New York City time on the earlier to occur of: (i) April 7, 2025 and (ii) the liquidation of the Issuer, subject to extension.

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.