Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | IRNT | Common Stock | Award | +80.6K | +1.36% | 6M | Sep 10, 2021 | By Funds | F1, F2, F3 | ||
holding | IRNT | Common Stock | 100K | Sep 10, 2021 | By Schlein Family Trust |
Id | Content |
---|---|
F1 | Each of KPCB Digital Growth Fund II, LLC ("KPCB DGF II") and KPCB Digital Growth Founders Fund II, LLC ("DGF II Founders") (together, the "Funds") 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 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 (3) of the Prior Report. |
F3 | Includes (i) 5,853,150 shares of the Issuer's common stock held by KPCB DGF II; and (ii) 148,851 shares of the Issuer's common stock held by DGF II Founders. All such shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities. The managing member of KPCB DGF II and DGF II Founders is DGF II Associates. The Reporting Person, together with L. John Doerr and Mary Meeker, the managing members of DGF II Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF II and DGF II Founders. The Reporting Person disclaims beneficial ownership of all shares held by KPCB DGF II except to the extent of his pecuniary interest therein and this report shall not be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |