Robert V. LaPenta Jr - Aug 25, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Role
Director
Signature
/s/ James Gerber, Attorney-in-Fact
Stock symbol
IRNT
Transactions as of
Aug 25, 2021
Transactions value $
$5,660,000
Form type
4
Date filed
8/30/2021, 07:37 PM
Next filing
Dec 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRNT Common Stock Conversion of derivative security $0 +2.9M $0.00 2.9M Aug 26, 2021 By LGL Systems Acquisition Holding Company, LLC F1, F2
transaction IRNT Common Stock Award $5.66M +566K +19.49% $10.00* 3.47M Aug 26, 2021 By LGL Systems Acquisition Holding Company, LLC F2

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 Class B Common Stock Other $0 -330K -7.65% $0.00 3.98M Aug 25, 2021 Class A Common Stock 330K By LGL Systems Acquisition Holding Company LLC F2, F3, F4
transaction IRNT Class B Common Stock Disposed to Issuer $0 -1.08M -27.07% $0.00 2.9M Aug 26, 2021 Class A Common Stock 1.08M By LGL Systems Acquisition Holding Company LLC F2, F3, F5
transaction IRNT Class B Common Stock Conversion of derivative security -2.9M -100% 0 Aug 26, 2021 Common Stock 2.9M By LGL Systems Acquisition Holding Company, LLC F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 These shares were distributed by the holder to certain of its members on a pro rata basis for no consideration.
F5 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.