INTRUSION INC — Major Shareholding Notification 2009

Jan 12, 2009

SC 13D 1 a09-2848_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 8, 2009*

(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 Sections 240.13d-1(e), (f) or (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 Section 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	Name of Reporting Person I.R.S. Identification No. of above person Michael L. Paxton
2	Check the Appropriate Box
if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds PF
5	Check Box 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 1,888,288 [FN-1]
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,888,288 [FN-1]
	10	Shared Dispositive Power 0
11	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,888,288 [FN-1]
12	Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares o
13	Percent of Class
Represented by Amount in Row (11) 16.1%
14	Type of Reporting Person INDIVIDUAL

FN-1 Consists of (a) 122,709 shares of Common Stock issuable upon exercise of options exercisable within 60 days.

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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 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.	Interests in Securities of the Issuer.
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES. The Reporting Person is the record and
beneficial owner of 1,888,208 shares of Common Stock of the Issuer,
representing approximately 16.1% 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, or 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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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 12, 2009
Date:
/s/ MICHAEL L. PAXTON
Michael L. Paxton

| |
| --- |
| Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
Section 1001). |

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