SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* ForgePoint Cybersecurity GP-I, LLC (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/26/2021	3. Issuer Name and Ticker or Trading Symbol IronNet, Inc. [ IRNT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,135	I	See footnote(1)
Common Stock	2,246,496	I	See footnote(2)
Common Stock	748,221	I	See footnote(3)
Common Stock	1,965,474	I	See footnote(4)
Common Stock	266,539	I	See footnote(5)
Common Stock	4,683,686	I	See footnote(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ForgePoint Cybersecurity GP-I, LLC (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cyber Affiliates Fund I, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cyber Co-Investors I, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cyber Co-Investors I-B, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cyber Co-Investors I-C, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cyber Co-Investors I-E, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ForgePoint Cybersecurity Fund I, L.P. (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Yepez Juan Alberto (Last) (First) (Middle) 400 S EL CAMINO REAL SUITE 1050 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares are held by ForgePoint Cyber Affiliates Fund I, L.P. ("Cyber Affiliates"). ForgePoint Cybersecurity GP-I, LLC ("Cybersecurity GP") is the general partner of Cyber Affiliates and may be deemed to beneficially own the shares held by Cyber Affiliates. Donald Dixon ("Dixon") and Alberto Yepez ("Yepez") are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cyber Affiliates. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

2. Shares are held by ForgePoint Cyber Co-Investors I, L.P. ("Co-Investors I"). Cybersecurity GP is the general partner of Co-Investors I and may be deemed to beneficially own the shares held by Co-Investors I. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

3. Shares are held by ForgePoint Cyber Co-Investors I-B, L.P. ("Co-Investors I-B"). Cybersecurity GP is the general partner of Co-Investors I-B and may be deemed to beneficially own the shares held by Co-Investors I-B. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-B. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

4. Shares are held by ForgePoint Cyber Co-Investors I-C, L.P. ("Co-Investors I-C"). Cybersecurity GP is the general partner of Co-Investors I-C and may be deemed to beneficially own the shares held by Co-Investors I-C. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-C. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

5. Shares are held by ForgePoint Cyber Co-Investors I-E, L.P. ("Co-Investors I-E"). Cybersecurity GP is the general partner of Co-Investors I-E and may be deemed to beneficially own the shares held by Co-Investors I-E. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-E. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

6. Shares are held by ForgePoint Cybersecurity Fund I, L.P. ("Cybersecurity LP"). Cybersecurity GP is the general partner of Cybersecurity LP and may be deemed to beneficially own the shares held by Cybersecurity LP. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cybersecurity LP. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Remarks:

	ForgePoint Cybersecurity GP-I, LLC, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cyber Affiliates Fund I, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cyber Co-Investors I, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cyber Co-Investors I-B, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cyber Co-Investors I-C, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cyber Co-Investors I-E, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	ForgePoint Cybersecurity Fund I, L.P., By: ForgePoint Cybersecurity GP-I, LLC, its General Partner, By /s/ Donald R. Dixon, Managing Member	09/07/2021
	/s/ Alberto Yepez	09/07/2021
	** 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 5 (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.