Donald R. Dixon - Aug 26, 2021 Form 4 Insider Report for IronNet, Inc. (IRNT)

Role
Director, 10%+ Owner
Signature
/s/ James Gerber, Attorney-in-Fact
Stock symbol
IRNT
Transactions as of
Aug 26, 2021
Transactions value $
$3,000,000
Form type
4
Date filed
8/30/2021, 07:32 PM
Next filing
Sep 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRNT Common Stock Award +244K 244K Aug 26, 2021 Direct F1, F2, F3
transaction IRNT Common Stock Award +52.1K 52.1K Aug 26, 2021 By ForgePoint Cyber Affilates Fund I, L.P. F1, F4, F5, F6
transaction IRNT Common Stock Award +2.25M 2.25M Aug 26, 2021 By ForgePoint Cyber Co-Investors I,, L.P. F1, F4, F5, F7
transaction IRNT Common Stock Award +748K 748K Aug 26, 2021 By ForgePoint Cyber Co-Investors I-B, L.P. F1, F4, F5, F8
transaction IRNT Common Stock Award +1.97M 1.97M Aug 26, 2021 By ForgePoint Cyber Co-Investors I-C, L.P. F1, F4, F5, F9
transaction IRNT Common Stock Award +267K 267K Aug 26, 2021 By ForgePoint Cyber Co-Investors I-E, L.P. F1, F4, F5, F10
transaction IRNT Common Stock Award +4.48M 4.48M Aug 26, 2021 By ForgePoint CyberSecurity Fund I, L.P. F1, F4, F5, F11
transaction IRNT Common Stock Award $1M +100K $10.00* 100K Aug 26, 2021 By The Dixon Revocable Trust F12
transaction IRNT Common Stock Award $2M +200K +4.46% $10.00* 4.68M Aug 26, 2021 By ForgePoint Cybersecurity Fund I, L.P. F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received 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 (the "Merger Agreement"), by and among LGL Systems Acquisition Corp. ("LGL"), LGL Systems Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LGL, and IronNet Cybersecurity, Inc., a Delaware corporation (the "Business Combination").
F2 The Reporting Person may also receive, as additional merger consideration, 3,440 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F3 Received in the Business Combination in exchange for 300,000 shares of IronNet Cybersecurity, Inc.
F4 Received in the Business Combination in exchange for an aggregate of 11,991,730 shares of IronNet Cybersecurity, Inc. held by 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. (together, the "Funds") on an as-converted to common stock basis.
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 ForgePoint Cyber Affiliates Fund I, L.P. may also receive, as additional merger consideration, 734 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F7 ForgePoint Cyber Co-Investors I, L.P. may also receive, as additional merger consideration, 31,642 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F8 ForgePoint Cyber Co-Investors I-B, L.P. may also receive, as additional merger consideration, 10,539 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F9 ForgePoint Cyber Co-Investors I-C, L.P. may also receive, as additional merger consideration, 27,684 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F10 ForgePoint Cyber Co-Investors I-E, L.P. may also receive, as additional merger consideration, 3,754 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F11 ForgePoint CyberSecurity Fund I L.P.may also receive, as additional merger consideration, 63,153 shares of the Issuer's common stock if the volume weighted average share price of the Issuer's common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.
F12 The Reporting Person and his spouse are co-trustees of this trust.