Initial Statement of Beneficial Ownership (3)
October 16 2020 - 2:59PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Williams Xavier |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2020
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3. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc. [AVCT]
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(Last)
(First)
(Middle)
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES, 1720 PEACHTREE ST., SUITE 629 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Executive Officer / |
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(Street)
ATLANTA, GA 30309
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| No securities are beneficially owned | 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. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (1) | (1) | Common Stock | 500000 | (2) | D | |
| Explanation of Responses: |
| (1) | Up to 50% of the restricted stock units shall vest at a 12.5% on each of October 1, 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 50% of the restricted stock units shall vest at a rate of 12.5% on each of December 31, 2020, 2021, 2022 and 2023 (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 20 trading days in the 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 December 31, 2020 is $3.45. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
Remarks:
See Exhibit 24.1 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Williams Xavier
C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES
1720 PEACHTREE ST., SUITE 629
ATLANTA, GA 30309 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Jason Simon, Attorney-in-Fact | | 10/16/2020 |
| **Signature of Reporting Person | Date |
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