Mock Lawrence E, Jr.'s Form 4/A amendment
AmendedAmerican Virtual Cloud Technologies, Inc. (AVCT) · filed Oct 4, 2021
- Accession no.
- 0001013762-21-000177
- Filed
- Oct 4, 2021, 9:05 PM ET
- Trade date
- Sep 8-16, 2021
- Filing delay
- 26 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 10, 2021
This filing lists 7 non-derivative transactions and 2 derivative transactions. Open-market sales total $44.8K. It was filed 26 days after the trade.
This amendment replaces 0001213900-21-047467 (filed Sep 10, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Mock Lawrence E, Jr.CIK 0001409641 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 8, 2021 | Common Stock | CConversionAcquired | +166,843 | –F1 | – | 22,763,537 | Indirect | |
| Sep 10, 2021 | Common Stock | XIn-the-money exerciseAcquired | +2,429,561 | $0.01 | +$24,295.61 | 25,193,098 | Indirect | |
| Sep 10, 2021 | Common Stock | SSaleDisposed | −6,079 | $4.00 | −$24,316 | 25,187,019 | Indirect | |
| Sep 10, 2021 | Common Stock | XIn-the-money exerciseAcquired | +2,000,000 | $0.01 | +$20,000 | 27,187,019 | Indirect | |
| Sep 10, 2021 | Common Stock | SSaleDisposed | −5,005 | $4.00 | −$20,020 | 27,182,014 | Indirect | |
| Sep 16, 2021 | Common Stock | XIn-the-money exerciseAcquired | +50,000 | $0.01 | +$500 | 27,232,014 | Indirect | |
| Sep 16, 2021 | Common Stock | SSaleDisposed | −141 | $3.53 | −$497.73 | 27,231,873 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 8, 2021 | Common Stock | CConversionDisposed | −166,843 | $0.00 | – | 0 | Indirect | |
| Sep 16, 2021 | Common Stock | XIn-the-money exerciseDisposed | −50,000 | $0.00 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures held by Nobadeer L.P. ("Nobadeer") 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. The reported securities are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Reporting Person's Form 4 filed on September 10, 2021 (the "First Form 4") inadvertently failed to report this transaction.
Referenced by the price of 1 transaction in Table I.
- F2
On September 14, 2021, the Reporting Person filed a Form 4 (the "Second Form 4") that inadvertently reported the conversion (the "Prior Conversion") of debentures into 6,673,731 shares of Common Stock, when the Prior Conversion had previously been reported on the First Form 4. The warrant exercises (and subsequent payments made on a cashless basis) in footnotes (3) and (4) below, which were reported on the Second Form 4, are reported in this filing solely to correct the number of shares of Common Stock beneficially owned by the Reporting Person following each transaction.
- F3
On September 10, 2021, Navigation Capital Partners SOF I, LLC ("Investment Sub"), a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital") elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 6,079 of the warrant shares to pay the exercise price and issuing to Investment Sub the remaining 2,423,482 shares of Common Stock. Each of the warrants were immediately exercisable and had expiration dates five years from the date of issuance (December 1, 2025, for 10,000 warrants and 79,900 warrants issued on December 1, 2020 and April 7, 2025, for 6,305 warrants issued on April 7, 2020).
- F4
(continued from footnote (3)) 6,305 of the warrants were previously held by SPAC Opportunity Partners, LLC prior to being transferred to Investment Sub, and no Form 4 was filed for such transfer due to administrative error. 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.
- F5
On September 10, 2021, Stratos Management Systems Holdings, LLC elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,005 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,994,995 shares of Common Stock. The Reporting Person may be deemed to be an indirect beneficial owner of the reported securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6
On September 16, 2021, Nobadeer elected to exercise each of its 500 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 141 of the warrant shares to pay the exercise price and issuing to Nobadeer the remaining 49,859 shares of Common Stock. The reported securities are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.