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, INC 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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/08/2021
	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
Common Stock	09/08/2021		C		8,777,828	A	(1)	17,084,549	I(1)(2)(3)	Please see footnotes(1)(2)(3)
Common Stock	09/08/2021		C		5,512,145	A	(1)	22,596,693	I(1)(2)	Please see footnotes(1)(2)
Common Stock								50,000	I(4)	Please see footnotes(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Debentures	(1)	09/08/2021		C			$26,305,608	(1)	(1)	Common Stock	8,777,828	$0	0	I(1)(2)(3)	Please see footnotes(1)(2)(3)
Series A-1 Convertible Debentures	(1)	09/08/2021		C			$17,990,000	(1)	(1)	Common Stock	5,512,145	$0	0	I(1)(2)	Please see footnotes(1)(2)

Explanation of Responses:

1. On September 8, 2020, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the "Debentures") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period.

2. Other than as set forth in footnote 3 below, the reported securities are directly held by Navigation Capital Partners SOF I, LLC, a direct wholly-owned subsidiary of SPAC Opportunity Fund I, LLC ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital"). The Reporting Person controls Navigation Capital and as a result, each of the Reporting Person, Navigation Capital and SPAC Opps 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. Of the 14,289,972 shares of Common Stock issued in the Mandatory Conversions, 6,673,731 were underlying Series A Convertible Debentures directly held by Stratos Management Systems Holdings, LLC, and may be deemed to be indirectly beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. The reported securities are held directly by Nobadeer LP and indirectly by the Reporting Person 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.

	/s/ Lawrence E. Mock	09/10/2021
	** 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).
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