SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LaPenta Robert V Jr (Last) (First) (Middle) C/O IRONNET, INC.,7900 TYSONS ONE PLACE SUITE 400 (Street) MCLEAN VA 22102 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 08/25/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	$0.00	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$0.00(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	$0.00(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)

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.

Remarks:

	/s/ James Gerber, Attorney-in-Fact	08/30/2021
	** Signature of Reporting Person	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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