INTRUSION INC — Major Shareholding Notification 2008

Jan 3, 2008

SC 13D 1 a08-1108_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)

*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).

SEQ.=1,FOLIO='',FILE='C:\JMS\kgiri\08-1108-1\task2600058\1108-1-ba.htm',USER='105348',CD='Jan 3 13:19 2008'

| 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 2,893,510 [FN-1] |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 2,893,510 [FN-1] |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,893,510 [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) 23.5% | |
| 14. | Type
of Reporting Person (See Instructions) INDIVIDUAL | |

FN-1 Includes (a) 75,000 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.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\kgiri\08-1108-1\task2600058\1108-1-ba.htm',USER='105348',CD='Jan 3 13:19 2008'

| 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 theReporting 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 2,893,510 shares of Common Stock of the
Issuer, representing approximately 23.5% 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 |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\kgiri\08-1108-1\task2600058\1108-1-ba.htm',USER='105348',CD='Jan 3 13:19 2008'

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.

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).

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\kgiri\08-1108-1\task2600058\1108-1-ba.htm',USER='105348',CD='Jan 3 13:19 2008'