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

Reporting relationship: Former CEO and Director
Issuer ticker: N/A
Reported as of: 25 Aug 2021
Net transaction value: +$5,660,000
SEC form: 4
Accepted by SEC: 30 Aug 2021, 21:36:05 UTC
Next SEC filing: 29 Dec 2021
Source filing: View source filing
Reporting owner signature: /s/ Marc Gabelli

Key filing fact

Marc Gabelli filed Form 4 for IronNet, Inc. on 30 Aug 2021.

Key facts

This page summarizes Marc Gabelli's Form 4 filing for IronNet, Inc..
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 30 Aug 2021, 21:36.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: +$5,660,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

IRNT transaction

Common Stock

Award

Transaction value: $5,660,000
Shares: +566,000
Change %
Price: $10.00
Shares after: 566,000
Date: 26 Aug 2021
Ownership: By LGL Systems Acquistion Holding Company, LLC
Footnotes: F3

IRNT transaction

Common Stock

Conversion of derivative security

Transaction value: $0
Shares: +3,104,375
Change %: +548%
Price: $0.000000
Shares after: 3,670,375
Date: 26 Aug 2021
Ownership: By LGL Acquistion Holding
Footnotes: F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

IRNT transaction Derivative

Class B Common Stock

Other

Transaction value: $0
Shares: -130,000
Change %: -3%
Price: $0.000000
Shares after: 4,182,500
Date: 25 Aug 2021
Ownership: By LGL Acquistion Holding
Underlying class: Class A Common Stock
Underlying amount: 130,000
Exercise price
Footnotes: F1, F2, F3

IRNT transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -1,078,125
Change %: -26%
Price: $0.000000
Shares after: 3,104,375
Date: 26 Aug 2021
Ownership: By LGL Acquistion Holding
Underlying class: Class A Common Stock
Underlying amount: 1,078,125
Exercise price
Footnotes: F1, F3, F4

IRNT transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value: $0
Shares: -3,104,375
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 26 Aug 2021
Ownership: By LGL Acquistion Holding
Underlying class: Common Stock
Underlying amount: 3,104,375
Exercise price
Footnotes: F1, F3, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Marc Gabelli is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.