Sec Form 4 Filing - LGL Systems Acquisition Holding Company, LLC @ 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 LGL Systems Acquisition Holding Company, LLC 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 10% Owner (Last) (First) (Middle) 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 D Common Stock 08/26/2021 C( 1 ) 2,904,375 A $ 0 3,470,375 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 Class B Common Stock ( 1 ) 08/25/20 21 J( 2 ) 330,000 ( 1 ) ( 1 ) Class A Common Stock 330,000 $ 0 3,982,500 D Class B Common Stock ( 1 ) 08/26/2021 D( 3 ) 1,078,125 ( 1 ) ( 1 ) Class A Common Stock 1,078,125 $ 0 2,904,375 D Class B Common Stock ( 1 ) 08/26/2021 C( 4 ) 2,904,375 ( 1 ) ( 1 ) Common Stock 2,904,375 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LGL Systems Acquisition Holding Company, LLC 165 W. LIBERTY ST., SUITE 220 RENO, NV89501 Former 10% Owner Signatures By: /s/ Robert LaPenta Jr. Robert LaPenta Jr., Manager 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 )The Reporting Person distributed these shares to certain of its members on a pro rata basis for no consideration. ( 3 )Under the terms of the Merger Agreement (defined below), immediately prior to the closing of the Business Combination (defined below), the Reporting Person 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. ( 4 )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.

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).

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