James C. Gerber - Aug 26, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Role: Chief Financial Officer
Signature: /s/ James Gerber
Stock symbol: IRNT
Transactions as of: Aug 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/30/2021, 07:34 PM
Next filing: Sep 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IRNT	Common Stock	Award		+871K			871K	Aug 26, 2021	Direct	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IRNT	Stock Option (Right to Buy)	Award		+81.4K	+4070500%		81.4K	Aug 26, 2021	Common Stock	81.4K	$0.58	Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received 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 (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").
F2	Includes (i) 776,471 shares of the Issuer's common stock received in connection with the Business Combination and (ii) 94,842 shares underlying restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Of the shares underlying restricted stock units, approximately 75,430 shares will be vested as of February 22, 2022, with the remaining shares vesting monthly thereafter in accordance with the service-based conditions of the award, such that all such shares will be vested on February 10, 2025, subject to the Reporting Person's continuous service as of such vesting date.
F3	The Reporting Person may also receive, as additional merger consideration, 12,454 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F4	Received in the Business Combination in exchange for (i) 953,770 shares of IronNet Cybersecurity, Inc.; and (ii) restricted stock units representing the right to acquire 116,500 shares of IronNet Cybersecurity, Inc.
F5	The option is fully vested and immediately exercisable.
F6	Received in the Business Combination in exchange for an employee stock option to acquire 100,000 shares of IronNet Cybersecurity, Inc. common stock for $0.47 per share.