Donald R. Dixon - Sep 10, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Role
Director, 10%+ Owner
Signature
/s/ Brian Leaf, Attorney-in-Fact
Stock symbol
IRNT
Transactions as of
Sep 10, 2021
Transactions value $
$0
Form type
4
Date filed
9/14/2021, 05:58 PM
Previous filing
Aug 30, 2021
Next filing
Dec 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRNT Common Stock Award +3.44K +1.41% 248K Sep 10, 2021 Direct F1, F2
transaction IRNT Common Stock Award +734 +1.41% 52.9K Sep 10, 2021 By ForgePoint Cyber Affilates Fund I, L.P. F3, F4, F5
transaction IRNT Common Stock Award +31.6K +1.41% 2.28M Sep 10, 2021 By ForgePoint Cyber Co-Investors I, L.P. F3, F4, F5
transaction IRNT Common Stock Award +10.5K +1.41% 759K Sep 10, 2021 By ForgePoint Cyber Co-Investors I-B, L.P. F3, F4, F5
transaction IRNT Common Stock Award +27.7K +1.41% 1.99M Sep 10, 2021 By ForgePoint Cyber Co-Investors I-C, L.P. F3, F4, F5
transaction IRNT Common Stock Award +3.75K +1.41% 270K Sep 10, 2021 By ForgePoint Cyber Co-Investors I-E, L.P. F3, F4, F5
transaction IRNT Common Stock Award +63.2K +1.35% 4.75M Sep 10, 2021 By ForgePoint Cybersecurity Fund I, L.P. F3, F4, F5
holding IRNT Common Stock 100K Sep 10, 2021 By The Dixon Revocable Trust F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person became entitled to receive the reported shares 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 Systems Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LGL, and IronNet Cybersecurity, Inc., a Delaware corporation (the "Business Combination"), as described in the Reporting Person's Form 4 filed with the Securities and Exchange Commission on August 30, 2021 (the "Prior Report").
F2 The Merger Agreement provided that the Reporting Person would receive additional shares of the Issuer's common stock, for no additional consideration, if the volume-weighted average closing sale price of one share of the Issuer's common stock was equal to or greater than $13.00 for any ten consecutive trading days occurring after the closing date of the Business Combination. The tenth consecutive trading day was September 10, 2021. Therefore, the Reporting Person's right to receive the reported shares became fixed and irrevocable as of that date in exchange for the same securities of IronNet Cybersecurity, Inc. surrendered at the time of the Business Combination as described in footnote (3) of the Prior Report.
F3 Each of ForgePoint Cyber Affiliates Fund I, L.P., ForgePoint Cyber Co-Investors I, L.P., ForgePoint Cyber Co-Investors I-B, L.P., ForgePoint Cyber Co-Investors I-C, L.P., ForgePoint Cyber Co-Investors I-E, L.P. and ForgePoint Cybersecurity Fund I, L.P. (collectively, the "Funds") became entitled to receive the reported shares pursuant to the Merger Agreement and the Business Combination, as described in the Prior Report.
F4 The Merger Agreement provided that the Funds would receive additional shares of the Issuer's common stock, for no additional consideration, if the volume-weighted average closing sale price of one share of the Issuer's common stock was equal to or greater than $13.00 for any ten consecutive trading days occurring after the closing date of the Business Combination. The tenth consecutive trading day was September 10, 2021. Therefore, the Fund's right to receive the reported shares became fixed and irrevocable as of that date in exchange for the same securities of IronNet Cybersecurity, Inc. surrendered at the time of the Business Combination as described in footnote (4) of the Prior Report.
F5 The Reporting Person and Alberto Yepez are the managing members of ForgePoint Cybersecurity GP-1, LLC, which is the general partner of each of the Funds and exercise shared voting, investment and dispositive rights with respect to the shares of stock held by each of the Funds. The Reporting Person disclaims beneficial ownership of the shares of stock held by each of the Funds except to the extent of his pecuniary interest therein.
F6 The Reporting Person and his spouse are co-trustees of this trust.