Sec Form 4 Filing - MOCK LAWRENCE E, JR. @ American Virtual Cloud Technologies, Inc. - 2020-04-07

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
MOCK LAWRENCE E, JR.
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)
(Last) (First) (Middle)
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC, 1720 PEACHTREE STREET, SUITE 629
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2020
(Street)
ATLANTA, GA30309
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
Warrant $ 0.01 04/07/2020 P 50,000 04/07/2020 04/07/2025 Common Stock 50,000 ( 1 ) 50,000 I See Footnote ( 3 )
Series A convertible debentures $ 3.45 04/07/2020 P 04/07/2020 ( 2 ) Common Stock 144,928 ( 1 ) $ 500,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOCK LAWRENCE E, JR.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC
1720 PEACHTREE STREET, SUITE 629
ATLANTA, GA30309
X
Signatures
/s/ Alan I. Annex, Attorney-in-Fact 04/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are included within 500 units of securities (the "Units") purchased by an entity controlled by the reporting person from the Issuer for $1,000 per Unit. Each Unit consists of (i) $1,000 in principal amount of the Company's Series A convertible debentures and (ii) one warrant to purchase 100 shares of the Company's Common Stock, par value $0.001 per share, at an exercise price of $0.01 per whole share.
( 2 )The expiration date is the date that the principal amount of the Series A 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 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 October 7, 2022, 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).
( 3 )The reported securities are held directly by Nobadeer LP and indirectly by Lawrence E. Mock, Jr. 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.

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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