Navigation Capital Partners, Inc. - Sep 10, 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: Navigation Capital Partners, Inc. By: /s/ Lawrence E. Mock, Managing Partner
Stock symbol: AVCT
Transactions as of: Sep 10, 2021
Transactions value $: -$20
Form type: 4
Date filed: 10/4/2021, 09:01 PM
Previous filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVCT	Common Stock	Exercise of in-the-money or at-the-money derivative security	$24.3K	+2.43M	+31.9%	$0.01^*	10M	Sep 10, 2021	Please see footnotes	F1, F2, F3
transaction	AVCT	Common Stock	Sale	-$24.3K	-6.08K	-0.06%	$4.00^*	10M	Sep 10, 2021	Please see footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AVCT	Warrants	Exercise of in-the-money or at-the-money derivative security	$0	-2.43M	-100%	$0.00^*	0	Sep 10, 2021	Common Stock	2.43M	$0.01	Please see footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 10, 2021, Navigation Capital Partners SOF I, LLC ("Investment Sub") elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Issuer's common stock, par value $0.001 per share (the "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.
F2	(continued from footnote (1)) 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. This Form 4 is being filed late due to administrative error.
F3	The reported securities are directly held by 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" and together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.