ForgePoint Cybersecurity GP-I, LLC - 10 Sep 2021 Form 4 Insider Report for IronNet, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
14 Sep 2021, 18:07:40 UTC
Prior SEC filing
07 Sep 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
ForgePoint Cybersecurity GP-I, LLC, By /s/ Donald R. Dixon,Managing Member

Key filing fact

ForgePoint Cybersecurity GP-I, LLC filed Form 4 for IronNet, Inc. on 14 Sep 2021.

Key facts

  • This page summarizes ForgePoint Cybersecurity GP-I, LLC's Form 4 filing for IronNet, Inc..
  • 6 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 14 Sep 2021, 18:07.

Change

  • Previous filing in this sequence was filed on 07 Sep 2021.
  • Current net transaction value: $0.

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

Other

Transaction value
Shares
+734
Change %
+1.4%
Price
Shares after
52,869
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F3
IRNT transaction

Common Stock

Other

Transaction value
Shares
+31,642
Change %
+1.4%
Price
Shares after
2,278,138
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F4
IRNT transaction

Common Stock

Other

Transaction value
Shares
+10,539
Change %
+1.4%
Price
Shares after
758,760
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F5
IRNT transaction

Common Stock

Other

Transaction value
Shares
+27,684
Change %
+1.4%
Price
Shares after
1,993,158
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F6
IRNT transaction

Common Stock

Other

Transaction value
Shares
+3,754
Change %
+1.4%
Price
Shares after
270,293
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F7
IRNT transaction

Common Stock

Other

Transaction value
Shares
+63,153
Change %
+1.3%
Price
Shares after
4,746,839
Date
10 Sep 2021
Ownership
See footnote
Footnotes
F1, F2, F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote F1

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 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").

Footnote 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 10-trading day period during which the volume-weighted average closing sale price was equal to or greater than $13.00 per share ended on September 10, 2021. Therefore, the Funds' right to receive the reported shares became fixed and irrevocable as of that date, in exchange for the Funds' securities of IronNet Cybersecurity, Inc. surrendered at the time of the Business Combination.

Footnote F3

Shares are held by ForgePoint Cyber Affiliates Fund I, L.P. ("Cyber Affiliates"). ForgePoint Cybersecurity GP-I, LLC ("Cybersecurity GP") is the general partner of Cyber Affiliates and may be deemed to beneficially own the shares held by Cyber Affiliates. Donald Dixon ("Dixon") and Alberto Yepez ("Yepez") are managingmembers of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cyber Affiliates. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Footnote F4

Shares are held by ForgePoint Cyber Co-Investors I, L.P. ("Co-Investors I"). Cybersecurity GP is the general partner of Co-Investors I and may be deemed to beneficially own the shares held by Co-Investors I. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Footnote F5

Shares are held by ForgePoint Cyber Co-Investors I-B, L.P. ("Co-Investors I-B"). Cybersecurity GP is the general partner of Co-Investors I-B and may be deemed to beneficially own the shares held by Co-Investors I-B. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-B. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Footnote F6

Shares are held by ForgePoint Cyber Co-Investors I-C, L.P. ("Co-Investors I-C"). Cybersecurity GP is the general partner of Co-Investors I-C and may be deemed to beneficially own the shares held by Co-Investors I-C. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-C. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Footnote F7

Shares are held by ForgePoint Cyber Co-Investors I-E, L.P. ("Co-Investors I-E"). Cybersecurity GP is the general partner of Co-Investors I-E and may be deemed to beneficially own the shares held by Co-Investors I-E. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-E. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

Footnote F8

Shares are held by ForgePoint Cybersecurity Fund I, L.P. ("Cybersecurity LP"). Cybersecurity GP is the general partner of Cybersecurity LP and may be deemed to beneficially own the shares held by Cybersecurity LP. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cybersecurity LP. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.

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