INTRUSION INC — Major Shareholding Notification 2008

Jan 3, 2008

SC 13D 1 a08-1108_2sc13d.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)

*46121E205*

(CUSIP Number)

*Michael L. 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)

*January 2, 2008*

(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) Michael L. 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 1,455,579 [FN-1] |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 1,455,579 [FN-1] |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,455,579 [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) 12.41% | |
| 14. | Type
of Reporting Person (See Instructions) INDIVIDUAL | |

FN-1 Consists of (a) 91,875 shares of Common Stock issuable upon exercise of options exercisable within 60 days.

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| Item
1. | |
| --- | --- |
| 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 Michael L. 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 Michael
L. 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 Vice President, Chief Financial Officer, Secretary and Treasurer 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 1,455,579 shares of Common Stock
of the Issuer, representing approximately 12.4% 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) | CERT
AIN 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 |
| | N/A |
| Item 7. | Material to Be Filed as
Exhibits |
| | N/A |

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| January
3, 2008 |
| --- |
| Date |
| /s/ MICHAEL L. PAXTON |
| Signature |
| Michael L. 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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