4//SEC Filing
Pienaar Andre 4
Accession 0001209191-21-056008
CIK 0001777946other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 6:03 PM ET
Size
7.2 KB
Accession
0001209191-21-056008
Insider Transaction Report
Form 4
IronNet, Inc.IRNT
Pienaar Andre
Director
Transactions
- Award
Common Stock
2021-09-10+94,377→ 6,794,861 total(indirect: By LLC)
Footnotes (3)
- [F1]C5 Partners LLC (the "LLC") 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 LLC 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 LLC'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 (2) of the Prior Report.
- [F3]These shares are held by the LLC. The Reporting Person, together with Messrs. William Kilmer and James Coats, are the directors of C5 Investors General Partner Limited, who acts on behalf of C5 Investors LP, the sole manager of the LLC. C5 Capital Limited is the investment manager of C5 Investors LP and exercises voting, investment and dispositive rights with respect to the shares of stock held by the LLC. The Reporting Person is the CEO and a director of C5 Capital Limited together with William Kilmer and Linda Zecher. The Reporting Person disclaims beneficial ownership of the shared held by the LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
IronNet, Inc.
CIK 0001777946
Entity typeother
Related Parties
1- filerCIK 0001879975
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 6:03 PM ET
- Size
- 7.2 KB