SEC FORM 4

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^*

LGL Systems Acquisition Holding Company, LLC

(Last)

(First)

(Middle)

165 W. LIBERTY ST., SUITE 220

(Street)

RENO

89501

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/26/2021		A		566,000	A	$10	566,000	D
Common Stock	08/26/2021		C⁽¹⁾		2,904,375	A	$0.00	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	08/25/2021		J⁽²⁾			330,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	330,000	$0.00	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	$0.00	2,904,375	D
Class B Common Stock	⁽¹⁾	08/26/2021		C⁽⁴⁾			2,904,375	⁽¹⁾	⁽¹⁾	Common Stock	2,904,375	$0.00	0	D

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.

	By: /s/ Robert LaPenta Jr. Robert LaPenta Jr., Manager	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.