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*
ForgePoint Cybersecurity GP-I, LLC

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 09/10/2021 J(1)(2) 734 A (1)(2) 52,869 I See footnote(3)
Common Stock 09/10/2021 J(1)(2) 31,642 A (1)(2) 2,278,138 I See footnote(4)
Common Stock 09/10/2021 J(1)(2) 10,539 A (1)(2) 758,760 I See footnote(5)
Common Stock 09/10/2021 J(1)(2) 27,684 A (1)(2) 1,993,158 I See footnote(6)
Common Stock 09/10/2021 J(1)(2) 3,754 A (1)(2) 270,293 I See footnote(7)
Common Stock 09/10/2021 J(1)(2) 63,153 A (1)(2) 4,746,839 I See footnote(8)
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
1. Name and Address of Reporting Person*
ForgePoint Cybersecurity GP-I, LLC

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cyber Affiliates Fund I, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cyber Co-Investors I, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cyber Co-Investors I-B, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cyber Co-Investors I-C, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cyber Co-Investors I-E, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ForgePoint Cybersecurity Fund I, L.P.

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yepez Juan Alberto

(Last) (First) (Middle)
400 S EL CAMINO REAL SUITE 1050

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each of 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. (collectively, the "Funds") 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").
2. The Merger Agreement provided that the Funds 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 10-trading day period during which the volume-weighted average closing sale price was equal to or greater than $13.00 per share ended on September 10, 2021. Therefore, the Funds' right to receive the reported shares became fixed and irrevocable as of that date, in exchange for the Funds' securities of IronNet Cybersecurity, Inc. surrendered at the time of the Business Combination.
3. Shares are held by ForgePoint Cyber Affiliates Fund I, L.P. ("Cyber Affiliates"). ForgePoint Cybersecurity GP-I, LLC ("Cybersecurity GP") is the general partner of Cyber Affiliates and may be deemed to beneficially own the shares held by Cyber Affiliates. Donald Dixon ("Dixon") and Alberto Yepez ("Yepez") are managingmembers of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cyber Affiliates. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
4. Shares are held by ForgePoint Cyber Co-Investors I, L.P. ("Co-Investors I"). Cybersecurity GP is the general partner of Co-Investors I and may be deemed to beneficially own the shares held by Co-Investors I. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
5. Shares are held by ForgePoint Cyber Co-Investors I-B, L.P. ("Co-Investors I-B"). Cybersecurity GP is the general partner of Co-Investors I-B and may be deemed to beneficially own the shares held by Co-Investors I-B. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-B. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
6. Shares are held by ForgePoint Cyber Co-Investors I-C, L.P. ("Co-Investors I-C"). Cybersecurity GP is the general partner of Co-Investors I-C and may be deemed to beneficially own the shares held by Co-Investors I-C. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-C. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
7. Shares are held by ForgePoint Cyber Co-Investors I-E, L.P. ("Co-Investors I-E"). Cybersecurity GP is the general partner of Co-Investors I-E and may be deemed to beneficially own the shares held by Co-Investors I-E. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Co-Investors I-E. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
8. Shares are held by ForgePoint Cybersecurity Fund I, L.P. ("Cybersecurity LP"). Cybersecurity GP is the general partner of Cybersecurity LP and may be deemed to beneficially own the shares held by Cybersecurity LP. Dixon and Yepez are managing members of Cybersecurity GP, and may be deemed to share voting and investment power over the shares held by Cybersecurity LP. Each of Cybersecurity GP and Yepez disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Dixon is a director of the issuer and files separate Section 16 reports.
Remarks:
ForgePoint Cybersecurity GP-I, LLC, By /s/ Donald R. Dixon,Managing Member 09/14/2021
ForgePoint Cyber Affiliates Fund I, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
ForgePoint Cyber Co-Investors I, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
ForgePoint Cyber Co-Investors I-B, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
ForgePoint Cyber Co-Investors I-C, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
ForgePoint Cyber Co-Investors I-E, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
ForgePoint Cybersecurity Fund I, L.P., By: ForgePointCybersecurity GP-I, LLC, its General Partner, By /s/ Donald R.Dixon, Managing Member 09/14/2021
/s/ Alberto Yepez 09/14/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.