0001209191-21-053954.txt : 20210830
0001209191-21-053954.hdr.sgml : 20210830
20210830193732
ACCESSION NUMBER: 0001209191-21-053954
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210825
FILED AS OF DATE: 20210830
DATE AS OF CHANGE: 20210830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LaPenta Robert V Jr
CENTRAL INDEX KEY: 0001543405
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39125
FILM NUMBER: 211225035
MAIL ADDRESS:
STREET 1: C/O ASTON CAPITAL
STREET 2: 177 BROAD ST., 12TH FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IronNet, Inc.
CENTRAL INDEX KEY: 0001777946
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 834599446
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7900 TYSONS ONE PLACE
STREET 2: SUITE 400
CITY: MCLEAN
STATE: VA
ZIP: 22102
BUSINESS PHONE: 443-300-6761
MAIL ADDRESS:
STREET 1: 7900 TYSONS ONE PLACE
STREET 2: SUITE 400
CITY: MCLEAN
STATE: VA
ZIP: 22102
FORMER COMPANY:
FORMER CONFORMED NAME: LGL Systems Acquisition Corp.
DATE OF NAME CHANGE: 20190925
FORMER COMPANY:
FORMER CONFORMED NAME: MTRON Systems Acquisition Corp.
DATE OF NAME CHANGE: 20190528
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-08-25
0
0001777946
IronNet, Inc.
IRNT
0001543405
LaPenta Robert V Jr
C/O IRONNET, INC.,7900 TYSONS ONE PLACE
SUITE 400
MCLEAN
VA
22102
1
0
0
0
Common Stock
2021-08-26
4
C
0
2904375
0.00
A
2904375
I
By LGL Systems Acquisition Holding Company, LLC
Common Stock
2021-08-26
4
A
0
566000
10.00
A
3470375
I
By LGL Systems Acquisition Holding Company, LLC
Class B Common Stock
2021-08-25
4
J
0
330000
0.00
D
Class A Common Stock
330000
3982500
I
By LGL Systems Acquisition Holding Company LLC
Class B Common Stock
2021-08-26
4
D
0
1078125
0.00
D
Class A Common Stock
1078125
2904375
I
By LGL Systems Acquisition Holding Company LLC
Class B Common Stock
2021-08-26
4
C
0
2904375
D
Common Stock
2904375
0
I
By LGL Systems Acquisition Holding Company, LLC
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 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"). The Class B Common Stock had no expiration date. Upon the closing of the Business Combination, the Class A Common Stock was renamed Common Stock.
The shares are owned directly by LGL Systems Acquisition Holding Company, LLC ("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.
The Class B Common Stock was convertible into Class A Common Stock at anytime and automatically converted into Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. The Class B Common Stock had no expiration date.
These shares were distributed by the holder to certain of its members on a pro rata basis for no consideration.
Under the terms of the Merger Agreement, immediately prior to the closing of the Business Combination, LGL Acquisition Holding surrendered and forfeited these shares to LGL for no consideration. From and after such time, the shares were deemed to be cancelled and no longer outstanding.
/s/ James Gerber, Attorney-in-Fact
2021-08-30