4//SEC Filing
DIXON DONALD R 4
Accession 0001209191-21-055997
CIK 0001777946other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 5:58 PM ET
Size
19.3 KB
Accession
0001209191-21-055997
Insider Transaction Report
Form 4
IronNet, Inc.IRNT
DIXON DONALD R
Director10% Owner
Transactions
- Award
Common Stock
2021-09-10+63,153→ 4,746,839 total(indirect: By ForgePoint Cybersecurity Fund I, L.P.) - Award
Common Stock
2021-09-10+10,539→ 758,760 total(indirect: By ForgePoint Cyber Co-Investors I-B, L.P.) - Award
Common Stock
2021-09-10+3,754→ 270,293 total(indirect: By ForgePoint Cyber Co-Investors I-E, L.P.) - Award
Common Stock
2021-09-10+734→ 52,869 total(indirect: By ForgePoint Cyber Affilates Fund I, L.P.) - Award
Common Stock
2021-09-10+31,642→ 2,278,138 total(indirect: By ForgePoint Cyber Co-Investors I, L.P.) - Award
Common Stock
2021-09-10+3,440→ 247,672 total - Award
Common Stock
2021-09-10+27,684→ 1,993,158 total(indirect: By ForgePoint Cyber Co-Investors I-C, L.P.)
Holdings
- 100,000(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]The Reporting Person 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 Reporting Person 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 Reporting Person'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]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 Merger Agreement and the Business Combination, as described in the Prior Report.
- [F4]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 (4) of the Prior Report.
- [F5]The Reporting Person and Alberto Yepez are the managing members of ForgePoint Cybersecurity GP-1, LLC, which is the general partner of each of the Funds and exercise shared voting, investment and dispositive rights with respect to the shares of stock held by each of the Funds. The Reporting Person disclaims beneficial ownership of the shares of stock held by each of the Funds except to the extent of his pecuniary interest therein.
- [F6]The Reporting Person and his spouse are co-trustees of this trust.
Documents
Issuer
IronNet, Inc.
CIK 0001777946
Entity typeother
Related Parties
1- filerCIK 0001045434
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 5:58 PM ET
- Size
- 19.3 KB