INTRUSION INC — Major Shareholding Notification 2007

Jan 9, 2007

SC 13D 1 a07-1535_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. )*

*Intrusion Inc.*

(Name of Issuer)

*Common Stock, par value $0.01 per share*

(Title of Class of Securities)

*46121E20*

(CUSIP Number)

*G. Ward Paxton*

*c/o Intrusion Inc.*

*1101 East Arapaho Road, Suite 200*

*Richardson, TX 75081*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*December 28, 2006*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 46121E 20 5 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) G. Ward Paxton | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) PF | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,119,608 [FN-1] |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 2,119,608 [FN-1] |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,119,608 [FN-1] | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 23.6% | |
| 14. | Type of Reporting Person
(See Instructions) INDIVIDUAL | |

FN-1 Includes (a) 65,000 shares of Common Stock issuable upon exercise of options exercisable within 60 days, (b) 437,692 shares of Common Stock issuable upon conversion of shares of the Issuer's Convertible Preferred Stock held by the Reporting Person and (c) 185,449 shares issuable upon exercise of warrants to purchase common stock currently exercisable.

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Item 1.	Security and Issuer
This
Statement on Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock") of Intrusion Inc., a Delaware
corporation (the "Issuer") and is being filed by G. Ward Paxton
(the "Reporting Person").
The Issuer's principal executive offices are located at 1101 East
Arapaho Road, Suite 200, Richardson, TX
75081.
Item 2.	Identity and Background
(a)	NAME. The name of the
Reporting Person is G. Ward Paxton.
(b)	BUSINESS
ADDRESS. The business address for the Reporting
Person is 1101 East Arapaho Road, Suite 200 Richardson, TX 75081.
(c)	OCCUPATION
AND EMPLOYMENT. The Reporting Person
is the President, Chief Executive Officer and Chairman of the Board of the
Issuer.
(d) and (e)	PROCEEDINGS. During the previous five (5) years, the
Reporting Person has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has the Reporting Person been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction such that, as a result of such proceeding, the Reporting Person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f)	Citizenship. The Reporting Person is a citizen of the United
States of America.
Item 3.	Source and Amount of Funds or Other Consideration
The
Reporting Person utilized existing personal funds to effect the purchase of
the shares of Common Stock. Options
were granted to the reporting person for compensatory purposes.
Item 4.	Purpose of Transaction
The
Common Stock acquired by the Reporting Person was for investment
purposes. The Reporting Person intends
to periodically review his investment in the Issuer and, based on a number of
factors, including the Reporting Person’s evaluation of the Issuer’s business
prospects and financial condition, the market for the Issuer’s shares,
general economic and stock market conditions and other investment
opportunities, the Reporting Person may acquire additional securities of the
Issuer. Proceeds from the Reporting
Person’s acquisition of the Common Stock will be used for general working
capital purposes.
Item 5.	Interest in Securities of the Issuer
(a)	AGGREGATE
NUMBER AND PERCENTAGE OF SECURITIES.
The Reporting Person is the record and beneficial owner of 2,119,608
shares of Common Stock of the Issuer, representing approximately 23.6% of the
class.
(b)	POWER
TO VOTE AND DISPOSE. The Reporting
Person has sole voting and dispositive power over the shares identified in
response to Item 5(a) above.
(c)	TRANSACTIONS
WITHIN THE PAST 60 DAYS. Except as
noted in previously filed Form 4’s, the Reporting Person has not
effected any other transactions in the Issuer’s securities, including its
shares of Common Stock, within sixty (60) days preceding the date
hereof.
(d)	CERTAIN
RIGHTS OF OTHER PERSONS. Not
applicable.
(e)	DATE
CEASED TO BE A 5% OWNER. Not applicable.
Item 6.	Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The
Reporting Person is a party to that certain Securities Purchase Agreements,
dated as of March 25, 2004, March 28, 2005 and December 2, 2005 (the
“Purchase Agreements”), by and among the Issuer and the certain investors
listed therein. In connection with the
Purchase Agreements, the Reporting Person received warrants to purchase
185,449 shares of the Issuer’s Common Stock.
Item 7.	Material to Be Filed as Exhibits
N/A

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*Signature*

After reasonable inquiry, and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this Schedule is true, complete and correct.

January 9, 2007
Date
/s/ G. WARD PAXTON
Signature
G. Ward Paxton
Name/Title

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. Section 1001).

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