Marc Gabelli - Aug 25, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Signature
/s/ Marc Gabelli
Stock symbol
IRNT
Transactions as of
Aug 25, 2021
Transactions value $
$5,660,000
Form type
4
Date filed
8/30/2021, 09:36 PM
Next filing
Dec 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRNT Common Stock Award $5.66M +566K $10.00 566K Aug 26, 2021 By LGL Systems Acquistion Holding Company, LLC F3
transaction IRNT Common Stock Conversion of derivative security $0 +3.1M +548.48% $0.00 3.67M Aug 26, 2021 By LGL Acquistion Holding F1, F3

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 -130K -3.01% $0.00 4.18M Aug 25, 2021 Class A Common Stock 130K By LGL Acquistion Holding F1, F2, F3
transaction IRNT Class B Common Stock Disposed to Issuer $0 -1.08M -25.78% $0.00 3.1M Aug 26, 2021 Class A Common Stock 1.08M By LGL Acquistion Holding F1, F3, F4
transaction IRNT Class B Common Stock Conversion of derivative security $0 -3.1M -100% $0.00* 0 Aug 26, 2021 Common Stock 3.1M By LGL Acquistion Holding F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc Gabelli is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The Class B Common Stock is convertible into Class A Common Stock at anytime and automatically converts into Class A Common Stock at the time of the Issuer's initial business combination, in each case, on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date.
F2 LGL Systems Acquisition Holding Company, LLC ("LGL Acquisition Holding") distributed these shares to certain of its members on a pro rata basis for no consideration. In addition to the 130,000 shares, LGL Acquisition Holding distributed 200,000 shares of Class B Common Stock to the Reporting Person on a pro rata basis for no consideration, which is not subject to reporting by the Reporting Person.
F3 Except for the 200,000 shares referenced in footnote (2) above, which were held by the Reporting Person, the shares are held directly by 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.
F4 Under the terms of the Merger Agreement (defined below), immediately prior to the closing of the Business Combination (defined below), LGL Acquisition Holding surrendered and forfeited these shares to LGL Systems Acquisition Corp. ("LGL") for no consideration. From and after such time, the shares were deemed to be cancelled and no longer outstanding.
F5 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, LGL Systems Merger Sub Inc., a wholly owned subsidiary of LGL, and IronNet Cybersecurity, Inc. (the "Business Combination").Upon the closing of the Business Combination, the Class A Common Stock was renamed Common Stock.