Statement of Changes in Beneficial Ownership (4)
2020年4月21日 - 5:21AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
MAYS DARRELL J. |
2. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc.
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AVCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., 1720 PEACHTREE STREET, SUITE 629 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2020 |
(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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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 |
Restricted Stock Units | (1) | 4/7/2020 | | A | | 500000 | | (2) | 12/31/2023 | Common Stock | 500000 | $0 | 500000 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
(2) | Up to fifty percent (50%) of the restricted stock units shall vest at a rate of twelve and a half percent (12.5%) on each of April 7, 2021, 2022, 2023 and 2024 (each, a "Service Vesting Date"), provided the Reporting Person's employment or service continues with the Issuer and its related entities through and on the applicable Service Vesting Date. Up to fifty percent (50%) of the restricted stock units shall vest at a rate of twelve and a half percent (12.5%) on each of April 7, 2021, 2022, 2023 and 2024 (each, a "Performance Vesting Date"), provided the Reporting Person's employment or service continues with the Issuer and its related entities through and on the applicable Performance Vesting Date; and the volume weighted average price per share of the Issuer's common stock for the twenty (20) trading days in the thirty (30) consecutive trading day period immediately preceding December 31, 2020, 2021, 2022, 2023, as applicable, meets target prices set by the Issuer's board of directors (each a "Share Price Target"). The Share Price Target for April 7, 2021 is $3.45. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MAYS DARRELL J. AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC. 1720 PEACHTREE STREET, SUITE 629 ATLANTA, GA 30309 | X | X | Chief Executive Officer |
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Signatures
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/s/ Alan I. Annex, Attorney-in-Fact | | 4/20/2020 |
**Signature of Reporting Person | Date |
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