Sec Form 4 Filing - NAVIGATION CAPITAL PARTNERS II, L.P. @ American Virtual Cloud Technologies, Inc. - 2021-11-15

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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
NAVIGATION CAPITAL PARTNERS II, L.P.
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)
2870 PEACHTREE RD. NW, UNIT 509
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2021
(Street)
ATLANTA, GA30305
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 11/15/2021 J( 1 ) 311,768 D 10,228,929( 2 ) I Please see footnotes( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NAVIGATION CAPITAL PARTNERS II, L.P.
2870 PEACHTREE RD. NW, UNIT 509
ATLANTA, GA30305
X
NCP GENERAL PARTNER II LLC
2870 PEACHTREE RD. NW, UNIT 509
ATLANTA, GA30305
X
RICHARDSON JOHN S.
2870 PEACHTREE ROAD NW, UNIT 509
ATLANTA, GA30305
X
Signatures
Navigation Capital Partners II, L.P. By: /s/ Lawrence E. Mock, Manager of NCP General Partner II LLC, its general partner 11/17/2021
Signature of Reporting Person Date
NCP General Partner II LLC By: /s/ Lawrence E. Mock, Manager 11/17/2021
Signature of Reporting Person Date
/s/ John S. Richardson 11/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 15, 2021, Stratos Management Systems Holdings LLC ("Holdings") distributed (i) 8,445,894 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") to Navigation Capital Partners II, L.P., a Delaware limited partnership ("Navigation Capital") and (ii) 311,768 shares of Common Stock to certain of its other members. John S. Richardson ("Mr. Richardson") is a manager of NCP General Partner II, LLC, a Delaware limited liability company ("NCP GP"), which is the general partner of Navigation Capital (Mr. Richardson, NCP GP and Navigation Capital, the "Reporting Persons"), which controls Holdings. As a result, the Reporting Persons may be deemed to indirectly beneficially own the securities directly held by Holdings, and Mr. Richardson and NCP GP may be deemed to indirectly beneficially own the securities directly held by Navigation Capital. The Reporting Persons, with the exception of Navigation Capital, each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 2 )Includes 252,887 shares of Common Stock remitted to Holdings from a member since the Reporting Persons' Form 4 filed on November 1, 2021.

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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