Sec Form 4 Filing - LaPenta Robert V Jr @ IronNet, Inc. - 2021-08-25

Insider filing report for Changes in Beneficial Ownership
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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
LaPenta Robert V Jr
2. Issuer Name and Ticker or Trading Symbol
IronNet, Inc. [ IRNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O IRONNET, INC.,7900 TYSONS ONE PLACE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2021
(Street)
MCLEAN, VA22102
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
Common Stock 08/26/2021 C( 1 ) 2,904,375 A $ 0 2,904,375 I By LGL Systems Acquisition Holding Company, LLC ( 2 )
Common Stock 08/26/2021 A 566,000 A $ 10 3,470,375 I By LGL Systems Acquisition Holding Company, LLC ( 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
Class B Common Stock ( 3 ) 08/25/2021 J( 4 ) 330,000 ( 3 ) ( 3 ) Class A Common Stock 330,000 $ 0 ( 3 ) 3,982,500 I By LGL Systems Acquisition Holding Company LLC ( 2 )
Class B Common Stock ( 3 ) 08/26/2021 D( 5 ) 1,078,125 ( 5 ) ( 3 ) ( 3 ) Class A Common Stock 1,078,125 $ 0 ( 5 ) 2,904,375 I By LGL Systems Acquisition Holding Company LLC ( 2 )
Class B Common Stock ( 1 ) 08/26/2021 C( 1 ) 2,904,375 ( 1 ) ( 1 ) Common Stock 2,904,375 ( 1 ) 0 I By LGL Systems Acquisition Holding Company, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LaPenta Robert V Jr
C/O IRONNET, INC.,7900 TYSONS ONE PLACE
SUITE 400
MCLEAN, VA22102
X
Signatures
/s/ James Gerber, Attorney-in-Fact 08/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Common Stock automatically converted into the same number of shares of Class A Common Stock on August 26, 2021 pursuant to the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021, as amended by Amendment No. 1 to Agreement and Plan of Reorganization and Merger, dated as of August 6, 2021 (as so amended, the "Merger Agreement"), by and among LGL Systems Acquisition Corp. ("LGL"), LGL Systems Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LGL, and IronNet Cybersecurity, Inc., a Delaware corporation (the "Business Combination"). The Class B Common Stock had no expiration date. Upon the closing of the Business Combination, the Class A Common Stock was renamed Common Stock.
( 2 )The shares are owned directly by LGL Systems Acquisition Holding Company, LLC ("LGL Acquisition Holding"). LGL Systems Nevada Management Partners LLC is the managing member of LGL Acquisition Holding. The Reporting Person is a manager of LGL Systems Nevada Management Partners LLC and is one of five people to have approved actions of LGL Acquisition Holding. Each manager has one vote, and the approval of three of the five managers is required for approval of an action of LGL Acquisition Holding. The Reporting Person disclaims beneficial ownership of the securities held by LGL Acquisition Holding, except to the extent of his pecuniary interest therein.
( 3 )The Class B Common Stock was convertible into Class A Common Stock at anytime and automatically converted into Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. The Class B Common Stock had no expiration date.
( 4 )These shares were distributed by the holder to certain of its members on a pro rata basis for no consideration.
( 5 )Under the terms of the Merger Agreement, immediately prior to the closing of the Business Combination, LGL Acquisition Holding surrendered and forfeited these shares to LGL for no consideration. From and after such time, the shares were deemed to be cancelled and no longer outstanding.

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