NAVIGATION CAPITAL PARTNERS II, L.P. - 10 Sep 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc.

Role: 10%+ Owner
Signature: Navigation Capital Partners SOF I, LLC: By: /s/ Lawrence E. Mock, Manager
Issuer symbol: N/A
Transactions as of: 10 Sep 2021
Net transactions value: -$20.39
Form type: 4
Filing time: 14 Sep 2021, 21:57:03 UTC
Next filing: 17 Nov 2021
SEC: View on sec.gov

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	$24,296	+2,429,561	+32%	$0.0100^*	10,045,803	10 Sep 2021	Direct
transaction	AVCT	Common Stock	Sale	$24,316	-6,079	-0.06%	$4.00^*	10,039,724	10 Sep 2021	Direct	F1

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	-2,429,561	-100%	$0.000000^*	0	10 Sep 2021	Common Stock	2,429,561	$0.0100	Direct	F1

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

Explanation of Responses:

Id	Content
F1	On September 10, 2021, the Reporting Person 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 the Reporting Person 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. 6,305 of the warrants were previously held by SPAC Opportunity Partners, LLC prior to being transferred to the Reporting Person, and no Form 4 was filed for such transfer due to administrative error.

Content

On September 10, 2021, the Reporting Person 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 the Reporting Person 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. 6,305 of the warrants were previously held by SPAC Opportunity Partners, LLC prior to being transferred to the Reporting Person, and no Form 4 was filed for such transfer due to administrative error.