Sec Form 4 Filing - STRATOS MANAGEMENT SYSTEMS HOLDINGS LLC @ American Virtual Cloud Technologies, Inc. - 2020-11-04

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STRATOS MANAGEMENT SYSTEMS HOLDINGS LLC 2. Issuer Name and Ticker or Trading Symbol American Virtual Cloud Technologies, Inc. [ AVCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2870 PEACHTREE RD. NW, UNIT 509 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2020 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/04/2020 J( 1 ) 117,231 ( 1 ) A $ 3 ( 1 ) 8,306,721 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STRATOS MANAGEMENT SYSTEMS HOLDINGS LLC 2870 PEACHTREE RD. NW, UNIT 509 ATLANTA, GA30305 X NAVIGATION CAPITAL PARTNERS II, L.P. 2870 PEACHTREE RD. NW, UNIT 509 ATLANTA, GA30305 X NCP GENERAL PARTNER II LLC 2870 PEACHTREE RD. NW, UNIT 509 ATLANTA, GA30305 X RICHARDSON JOHN S. 2870 PEACHTREE ROAD NW, UNIT 509 ATLANTA, GA30305 X Signatures Stratos Management Systems Holdings LLC, By: /s/ Lawrence E. Mock, Chief Executive Officer and President 11/06/2020 Signature of Reporting Person Date Navigation Capital Partners II, L.P., By: /s/ Lawrence E. Mock, Manager of NCP General Partner II LLC, its general partner 11/06/2020 Signature of Reporting Person Date NCP General Partner II LLC, By: /s/ Lawrence E. Mock, Manager 11/06/2020 Signature of Reporting Person Date /s/ John S. Richardson 11/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents additional shares of common stock issued to Stratos Management Systems Holdings LLC ("Holdings") as a result of a post-closing working capital adjustment, in accordance with the terms of that certain Business Combination Agreement, dated as of July 24, 2019, by and among Holdings, the Issuer, and the other parties named therein. ( 2 )The securities are held directly by Holdings. Holdings is controlled by Navigation Capital Partners II, L.P. ("Navigation Capital"). NCP General Partner II, LLC ("NCP GP") is the general partner of Navigation Capital, and John Richardson ("Mr. Richardson") and Lawrence E. Mock ("Mr. Mock") are the managers of NCP GP. Navigation Capital, NCP GP, Mr. Richardson and Mr. Mock may all be deemed to be indirect beneficial owners of the reported securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Mr. Mock's beneficial ownership is being reported separately.

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