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