Andre Pienaar - Sep 10, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Role
Director
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, 06:03 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 +94.4K +1.41% 6.79M Sep 10, 2021 By LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 C5 Partners LLC (the "LLC") 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 LLC 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 LLC'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 (2) of the Prior Report.
F3 These shares are held by the LLC. The Reporting Person, together with Messrs. William Kilmer and James Coats, are the directors of C5 Investors General Partner Limited, who acts on behalf of C5 Investors LP, the sole manager of the LLC. C5 Capital Limited is the investment manager of C5 Investors LP and exercises voting, investment and dispositive rights with respect to the shares of stock held by the LLC. The Reporting Person is the CEO and a director of C5 Capital Limited together with William Kilmer and Linda Zecher. The Reporting Person disclaims beneficial ownership of the shared held by the LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.