4//SEC Filing
MAYS DARRELL J. 4
Accession 0001104659-20-045304
CIK 0001704760other
Filed
Apr 8, 8:00 PM ET
Accepted
Apr 9, 9:33 PM ET
Size
14.1 KB
Accession
0001104659-20-045304
Insider Transaction Report
Form 4
MAYS DARRELL J.
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Series A convertible debentures
2020-04-07(indirect: Securities held by daughter)Exercise: $3.45From: 2020-04-07→ Common Stock (72,464 underlying) - Purchase
Warrant
2020-04-07+883,057→ 883,057 total(indirect: see footnote)Exercise: $0.01From: 2020-04-07Exp: 2025-04-07→ Common Stock (883,057 underlying) - Purchase
Series A convertible debentures
2020-04-07(indirect: see footnote)Exercise: $3.45From: 2020-04-07→ Common Stock (2,559,586 underlying) - Purchase
Warrant
2020-04-07+25,000→ 25,000 total(indirect: Securities held by daughter)Exercise: $0.01From: 2020-04-07Exp: 2025-04-07→ Common Stock (25,000 underlying)
Footnotes (3)
- [F1]The reported securities are included within 8,830.57 units of securities (the "Units") purchased by Pensare Sponsor Group, LLC (the "Sponsor") from the Issuer for $1,000 per Unit. Each Unit consists of (i) $1,000 in principal amount of the Company's Series A convertible debentures and (ii) one warrant to purchase 100 shares of the Company's Common Stock, par value $0.001 per share, at an exercise price of $0.01 per whole share. The securities are held directly by the Sponsor and indirectly by Darrell J. Mays, who is the managing member of the Sponsor. Mr. Mays disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F2]The expiration date is the date that the principal amount of the Series A convertible debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion in whole pursuant to the terms thereof. The entire principal sum amount of the Series A convertible debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) such date, commencing on or after October 7, 2022, as the holder, at its sole option, upon not less than 30 days' prior written notice to the Issuer, demands payment thereof and (ii) the occurrence of a Change in Control (as defined therein).
- [F3]The reported securities are included within 250 units of securities (the "Units") purchased by the reporting person's daughter from the Issuer for $1,000 per Unit. Each Unit consists of (i) $1,000 in principal amount of the Company's Series A convertible debentures and (ii) one warrant to purchase 100 shares of the Company's Common Stock, par value $0.001 per share, at an exercise price of $0.01 per whole share.
Documents
Issuer
American Virtual Cloud Technologies, Inc.
CIK 0001704760
Entity typeother
Related Parties
1- filerCIK 0001713058
Filing Metadata
- Form type
- 4
- Filed
- Apr 8, 8:00 PM ET
- Accepted
- Apr 9, 9:33 PM ET
- Size
- 14.1 KB