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
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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*
NAVIGATION CAPITAL PARTNERS II, L.P.

(Last) (First) (Middle)
2870 PEACHTREE RD. NW, UNIT 509

(Street)
ATLANTA GA 30305

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/15/2021 J(1) 311,768 D (1) 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 (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
1. Name and Address of Reporting Person*
NAVIGATION CAPITAL PARTNERS II, L.P.

(Last) (First) (Middle)
2870 PEACHTREE RD. NW, UNIT 509

(Street)
ATLANTA GA 30305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NCP GENERAL PARTNER II LLC

(Last) (First) (Middle)
2870 PEACHTREE RD. NW, UNIT 509

(Street)
ATLANTA GA 30305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RICHARDSON JOHN S.

(Last) (First) (Middle)
2870 PEACHTREE ROAD NW, UNIT 509

(Street)
ATLANTA GA 30305

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
Navigation Capital Partners II, L.P. By: /s/ Lawrence E. Mock, Manager of NCP General Partner II LLC, its general partner 11/17/2021
NCP General Partner II LLC By: /s/ Lawrence E. Mock, Manager 11/17/2021
/s/ John S. Richardson 11/17/2021
** 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.
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