Stratos Management Systems Holdings Llc - Sep 8, 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: Stratos Management Systems Holdings LLC By: /s/ Lawrence E. Mock, Chief Executive Officer and President
Stock symbol: AVCT
Transactions as of: Sep 8, 2021
Transactions value $: -$20,000,020
Form type: 4
Date filed: 9/14/2021, 09:56 PM
Next filing: Nov 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVCT	Common Stock	Conversion of derivative security		+6.67M	+80.34%		15M	Sep 8, 2021	Direct	F1
transaction	AVCT	Common Stock	Exercise of in-the-money or at-the-money derivative security	$20K	+2M	+13.35%	$0.01^*	17M	Sep 10, 2021	Direct
transaction	AVCT	Common Stock	Sale	-$20K	-5.01K	-0.03%	$4.00^*	17M	Sep 10, 2021	Direct	F2

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	Series A Convertible Debentures	Conversion of derivative security	-$20M				0	Sep 8, 2021	Common Stock	6.67M		Direct	F1
transaction	AVCT	Warrants	Exercise of in-the-money or at-the-money derivative security	$0	-2M	-100%	$0.00^*	0	Sep 10, 2021	Common Stock	2M	$0.01	Direct

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

Explanation of Responses:

Id	Content
F1	On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures 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 Reporting Person's Form 4 filed on September 10, 2021 inadvertently failed to report this transaction.
F2	On September 10, 2021, the Reporting Person elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of 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 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.

Content

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures 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 Reporting Person's Form 4 filed on September 10, 2021 inadvertently failed to report this transaction.

On September 10, 2021, the Reporting Person elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of 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 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.