FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DIXON DONALD R
   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)
(Last)
(First)
(Middle)
C/O IRONNET, INC., 7900 TYSONS ONE PLACE, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
07/14/2022
(Street)

MCLEAN, VA 22102		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (1) 07/14/2022   A   76,174 (2) A $ 0 347,846 D  
Common Stock               52,869 I By ForgePoint Cyber Affilates Fund I, L.P. (3)
Common Stock               2,278,138 I By ForgePoint Cyber Co-Investors I, L.P. (3)
Common Stock               758,760 I By ForgePoint Cyber Co-Investors I-B, L.P. (3)
Common Stock               1,993,158 I By ForgePoint Cyber Co-Investors I-C, L.P. (3)
Common Stock               270,293 I By ForgePoint Cyber Co-Investors I-E, L.P. (3)
Common Stock               4,746,839 I By ForgePoint Cybersecurity Fund I, L.P. (3)
Common Stock               100,000 I By The Dixon Revocable Trust (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DIXON DONALD R
C/O IRONNET, INC., 7900 TYSONS ONE PLACE
SUITE 400
MCLEAN, VA 22102		   X   X    

Signatures

 /s/ Brian F. Leaf, attorney-in-fact   07/14/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
(2) This grant was made pursuant to the issuer's non-employee director compensation policy. As a continuing director following the issuer's annual meeting of stockholders held on July 14, 2022, the reporting person was awarded a number of restricted stock units equal to $180,000 divided by $2.363, the average closing price of the issuer's common stock for the 10 trading days preceding the date of the annual meeting. The shares underlying this restricted stock award will vest in full on the earlier of July 14, 2023 or the date of the next annual meeting of stockholders, in either case subject to the reporting person's continuous service with the issuer through such vesting date.
(3) The Reporting Person and Alberto Yepez are the managing members of ForgePoint Cybersecurity GP-1, LLC, which is the general partner of this entity, and exercise shared voting, investment and dispositive rights with respect to the shares of stock held by the entity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4) The Reporting Person and his spouse are co-trustees of this trust.

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