Sec Form 4 Filing - Welch William E @ IronNet, Inc. - 2021-09-08

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 Welch William E 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 X __ Officer (give title below) _____ Other (specify below) Co-CEO & Director (Last) (First) (Middle) C/O IRONNET, INC., 7900 TYSONS ONE PLACE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2021 (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 ( 1 ) 09/08/2021 A 244,126 ( 2 ) ( 3 ) A $ 0 4,682,800 D Common Stock ( 1 ) 09/08/2021 A 244,126 ( 2 ) ( 4 ) A $ 0 4,926,926 D

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 Welch William E C/O IRONNET, INC., 7900 TYSONS ONE PLACE SUITE 400 MCLEAN, VA22102 X Co-CEO & Director Signatures /s/ Brian F. Leaf, attorney-in-fact 09/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. ( 2 )Represents the earned portion of a performance-based restricted stock unit award based on the satisfaction of certain performance criteria set forth in the award. In light of the performance-based vesting conditions of the award, such award was not reportable under Section 16 until satisfaction of the performance criteria was determined to have occurred. The issuer's board of directors determined on September 8, 2021 that the performance criteria associated with the award had been satisfied. ( 3 )Of the shares underlying this restricted stock unit award, 25% will vest on July 31, 2022 and the remainder will vest in 36 monthly installments thereafter, such that the award will be fully vested on July 31, 2025, subject to the reporting person's continuous service with the issuer as of each such vesting date. ( 4 )Of the shares underlying this restricted stock unit award, 25% will vest on August 26, 2022 and the remainder will vest in 36 monthly installments thereafter, such that the award will be fully vested on August 26, 2025, subject to the reporting person's continuous service with the issuer as of each such vesting date.

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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