Sec Form 3 Filing - LaPenta Robert V Jr @ LGL Systems Acquisition Corp. - 2019-11-06

FORM 3 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 LaPenta Robert V Jr 2. Issuer Name and Ticker or Trading Symbol LGL Systems Acquisition Corp. [ DFNSU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) C/O LGL SYSTEMS ACQUISITION CORP., 165 W. LIBERTY ST., SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2019 (Street) RENO, NV89501 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,312,500 ( 2 ) I By LGL Systems Acquisition Holding Company, LLC ( 3 ) Warrant ( 4 ) $ 11.5 ( 5 ) ( 6 ) Class A Common Stock 4,750,000 I By LGL Systems Acquisition Holding Company, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LaPenta Robert V Jr C/O LGL SYSTEMS ACQUISITION CORP. 165 W. LIBERTY ST., SUITE 220 RENO, NV89501 EVP & Chief Financial Officer Signatures /s/ Robert LaPenta, Jr. 11/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date. ( 2 )Includes up to 562,500 founder shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. ( 3 )The shares and warrants are owned directly by LGL Systems Acquisition Holding Company, LLC (the "Sponsor"). LGL Systems Nevada Management Partners LLC is the managing member of the Sponsor. The reporting person is a manager of LGL Systems Nevada Management Partners LLC and will be one of five people to approve actions of the Sponsor. Each manager has one vote, and the approval of three of the five managers is required for approval of an action of the Sponsor. The reporting person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. ( 4 )Includes Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the Sponsor irrevocably committed to purchase. Does not include up to 450,000 additional Warrants which the Sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. ( 5 )Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or November 6, 2020. ( 6 )Each warrant will expire five years after the completion of an initial business combination.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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