SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DIXON DONALD R (Last) (First) (Middle) C/O IRONNET, INC., 7900 TYSONS ONE PLACE SUITE 400 (Street) MCLEAN VA 22102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IronNet, Inc. [ IRNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/26/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2021		A		244,232(1)(2)	A	(3)	244,232	D
Common Stock	08/26/2021		A		52,135(1)	A	(4)	52,135	I	By ForgePoint Cyber Affilates Fund I, L.P.(5)(6)
Common Stock	08/26/2021		A		2,246,496(1)	A	(4)	2,246,496	I	By ForgePoint Cyber Co-Investors I,, L.P.(5)(7)
Common Stock	08/26/2021		A		748,221(1)	A	(4)	748,221	I	By ForgePoint Cyber Co-Investors I-B, L.P.(5)(8)
Common Stock	08/26/2021		A		1,965,474(1)	A	(4)	1,965,474	I	By ForgePoint Cyber Co-Investors I-C, L.P.(5)(9)
Common Stock	08/26/2021		A		266,539(1)	A	(4)	266,539	I	By ForgePoint Cyber Co-Investors I-E, L.P.(5)(10)
Common Stock	08/26/2021		A		4,483,686(1)	A	(4)	4,483,686	I	By ForgePoint CyberSecurity Fund I, L.P.(5)(11)
Common Stock	08/26/2021		A		100,000	A	$10	100,000	I	By The Dixon Revocable Trust(12)
Common Stock	08/26/2021		A		200,000	A	$10	4,683,686	I	By ForgePoint Cybersecurity Fund I, L.P.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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").

2. 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.

3. Received in the Business Combination in exchange for 300,000 shares of IronNet Cybersecurity, Inc.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. The Reporting Person and his spouse are co-trustees of this trust.

Remarks:

	/s/ James Gerber, Attorney-in-Fact	08/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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