UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Intrusion Inc.
Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
46121E205
(CUSIP Number)
December 31, 2023
(Date ofEvent which Requires Filing of this Settlement)
Check the appropriate box to designate the rulepursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filledout for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of thiscover 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,
seethe Notes).
CUSIP No. 46121E205 SCHEDULE 13G Page 2 of 4
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Patsy A. Paxton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
1,142,274 [FN-1]
6. SHARED VOTING POWER
0
7. SOLEDISPOSITIVE POWER
1,142,274
[FN-1]
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,142,274 [FN-1]
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1% [FN-2]
12. TYPE OF REPORTING PERSON
INDIVIDUAL
FN-1 Includes 606,499 shares held by G. Ward Paxton FLP I, Ltd., G. Ward Paxton I, LLC, General Partner,Patsy
A. Paxton, Manager, and 532,271 shares held by Ward Paxton Family Trust, Patsy A. Paxton, Trustee.
FN-2 Based upon 36,268,942 shares outstanding of the Issuer's common stock asof January 16, 2024,
as reported by Intrusion Inc. in its Definitive Proxy Statement filed on January 25, 2024.
CUSIP No. 46121E205 SCHEDULE 13G Page 3 of 4
Item 1.
(a) Name of Issuer:
Intrusion, Inc.
(b) Address of Issuer's Principal Executive Offices:
101 E. Park Blvd., Suite 1200, Plano, TX 75074
Item 2.
(a) Name of Person Filing: Patsy A. Paxton
(b) Address or principal business office, if none, residence:
P.O. Box 227, Allen, TX 75013
(c) Citizenship: USA
(d) Title of Class of Securities: Intrusion, Inc. Common Stock, par value $0.01 per share.
(e) CUSIP Number 46121E205
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 1,142,274
(b) Percent of class: 3.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,142,274
shares.
(ii) Shared power to vote or to direct the vote
shares.
(iii) Sole power to dispose or to direct the disposition of
1,142,274
shares.
(iv) Shared power to dispose or to direct the disposition of ______ shares.
Item 5. Ownership of Five Percent or Less of a Class
If thisstatement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner ofmore than five
percent of the class of securities, check the following .
CUSIP No. 46121E205 SCHEDULE 13G Page 4 of 4
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On By the Parent Holding Company
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group
Not
applicable
.
Item 10. Certification
By signing below I certifythat, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of orwith the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connectionwith or as a participant in any transaction having that purpose or
effect.
After reasonable inquiry andto the best of my information and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
February 13, 2024
Date
INTRUSION, INC.
By:
/s/ Patsy A. Paxton
Name:
Patsy A. Paxton