Initial Statement of Beneficial Ownership (3)
December 11 2020 - 4:16PM
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
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Ribbon Communications Inc. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/1/2020
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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)
4 TECHNOLOGY PARK DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
WESTFORD, MA 01886
(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) |
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 |
Series A-1 Convertible Debentures | (1) | (2) | Common Stock | 12689275 | $3.45 | D | |
Warrants | (1) | 12/1/2025 | Common Stock | 4377800 | $0.01 | D | |
Explanation of Responses: |
(1) | Pursuant to the amended and restated purchase agreement, dated December 1, 2020, the Reportig Person agreed to sell to the Issuer a portion of its business and related interests and assets for an aggregate purchase price of $45.0 million, subject to certain adjustments, in the form of 43,778 units of the Issuer's securities, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 convertible debentures and (ii) one warrant to purchase 100 shares of the Common Stock. The Reporting Person will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares. |
(2) | The expiration date is the date that the principal amount of the Series A-1 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-1 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 the 30 month anniversary of December 1, 2020, 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). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ribbon Communications Inc. 4 TECHNOLOGY PARK DRIVE WESTFORD, MA 01886 |
| X |
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Signatures
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RIBBON COMMUNICATION INC. By: /s/ Patrick Macken, Executive Vice President, Chief Legal Officer and Secretary | | 12/11/2020 |
**Signature of Reporting Person | Date |
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