Statement of Changes in Beneficial Ownership (4)
September 21 2022 - 5:22PM
Edgar (US Regulatory)
FORM 4
[X]
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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OMB APPROVAL
OMB Number:
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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Ribbon Communications Inc. |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6500 CHASE OAKS BLVD., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2022 |
(Street)
PLANO, TX 75023
(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 | 8/29/2022 | | J(1) | | 13700421 | D | (1) | 0 | 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 |
Warrants | $0.01 | 8/29/2022 | | J (2) | | | 43778 | (3) | 12/1/2025 | Common Stock | 4377800 | (2) | 0 | D | |
Explanation of Responses: |
(1) | On August 29, 2022, the Issuer and its subsidiary, AVCtechnologies USA, Inc., entered into a Settlement Agreement with the Reporting Person, Ribbon Communications Canada, ULC and Ribbon Communications Operating Company, Inc. (the "Settlement Agreement"). In consideration of the resolution of the disputes between the parties encompassed within the Settlement Agreement, among other things, pursuant to a Stock Redemption Agreement, the 13,700,421 shares of Common Stock issued to the Reporting Person were redeemed by the Issuer for no further consideration and were canceled. |
(2) | In consideration of the resolution of the disputes between the parties encompassed within the Settlement Agreement, among other things, pursuant to a Warrant Termination Agreement, the Warrants were terminated and canceled. |
(3) | The Warrants were exercisable at any time through the fifth anniversary of the date of issuance, which was December 1, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ribbon Communications Inc. 6500 CHASE OAKS BLVD., SUITE 100 PLANO, TX 75023 |
| X |
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Signatures
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/s/ Patrick Macken | | 9/21/2022 |
**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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