Sec Form 4 Filing - GABELLI MARC @ IronNet, Inc. - 2021-08-25

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 GABELLI MARC 2. Issuer Name and Ticker or Trading Symbol IronNet, Inc. [ IRNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former CEO and Director (Last) (First) (Middle) C/O LGL SYSTEMS ACQUISITION HOLDING CO.,, LLC, 165 W. LIBERTY ST., SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2021 (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 Common Stock 08/26/2021 A 566,000 A $ 10 566,000 I By LGL Systems Acquistion Holding Company, LLC ( 3 ) Common Stock 08/26/2021 C( 1 ) 3,104,375 A $ 0 3,670,375 I By LGL Acquistion Holding ( 3 )

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 Sto ck ( 1 ) 08/25/2021 J( 2 ) 130,000 ( 1 ) ( 1 ) Class A Common Stock 130,000 $ 0 4,182,500 I By LGL Acquistion Holding ( 3 ) Class B Common Stock ( 1 ) 08/26/2021 D( 4 ) 1,078,125 ( 1 ) ( 1 ) Class A Common Stock 1,078,125 $ 0 3,104,375 I By LGL Acquistion Holding ( 3 ) Class B Common Stock ( 1 ) 08/26/2021 C( 5 ) 3,104,375 ( 1 ) ( 1 ) Common Stock 3,104,375 $ 0 0 I By LGL Acquistion Holding ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GABELLI MARC C/O LGL SYSTEMS ACQUISITION HOLDING CO., LLC, 165 W. LIBERTY ST., SUITE 220 RENO, NV89501 Former CEO and Director Signatures /s/ Marc Gabelli 08/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Common Stock is convertible into Class A Common Stock at anytime and automatically converts into Class A Common Stock at the time of the Issuer's initial business combination, in each case, on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date. ( 2 )LGL Systems Acquisition Holding Company, LLC ("LGL Acquisition Holding") distributed these shares to certain of its members on a pro rata basis for no consideration. In addition to the 130,000 shares, LGL Acquisition Holding distributed 200,000 shares of Class B Common Stock to the Reporting Person on a pro rata basis for no consideration, which is not subject to reporting by the Reporting Person. ( 3 )Except for the 200,000 shares referenced in footnote (2) above, which were held by the Reporting Person, the shares are held directly by 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. ( 4 )Under the terms of the Merger Agreement (defined below), immediately prior to the closing of the Business Combination (defined below), LGL Acquisition Holding surrendered and forfeited these shares to LGL Systems Acquisition Corp. ("LGL") for no consideration. From and after such time, the shares were deemed to be cancelled and no longer outstanding. ( 5 )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, LGL Systems Merger Sub Inc., a wholly owned subsidiary of LGL, and IronNet Cybersecurity, Inc. (the "Business Combination").Upon the closing of the Business Combination, the Class A Common Stock was renamed Common Stock.

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