Statement of Changes in Beneficial Ownership (4)
April 27 2022 - 4:07PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Tessler Michael |
2. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc.
[
AVCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES,, INC. 1720 PEACHTREE STREET, SUITE 629 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/25/2022 |
(Street)
ATLANTA, GA 30309
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 4/25/2022 | | D(2) | | 1000000 (2) | D(2) | (2) | 0 | D | |
Common Stock (1) | 4/25/2022 | | A(2) | | 467289 (2) | A(2) | (2) | 467289 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Represents restricted stock units, each unit representing a contingent right to receive one share of the Issuer's common stock. |
(2) | The two reported transactions involve an amendment of an outstanding restricted stock unit award, resulting in the cancellation of the "old" restricted stock unit and the grant of a replacement restricted stock unit. The restricted stock unit was originally granted on January 6, 2022 and provided for vesting in equal quarterly installments over a three-year period commencing on May 1, 2022 (previously inadvertently reported as commencing on February 1, 2022). The amended restricted stock unit vests with respect to 83,330 shares on each of May 1, 2022, August 1, 2022, November 1, 2022, February 1, 2023 and May 1, 2023, and with respect to the remaining 50,639 shares on August 1, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tessler Michael C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 1720 PEACHTREE STREET, SUITE 629 ATLANTA, GA 30309 | X |
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Signatures
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/s/ Jason Simon, Attorney-in-Fact | | 4/27/2022 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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