Guerrilla RF Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 13:06

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dunn James E. Jr.
2. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [GUER] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 N. GREENE STREET, SUITE 2195 		3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024
(Street)
GREENSBORO, NC 27401 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/26/2024 P V 9,100 A $1.0978 28,330 D
Common Stock 1,667 I By Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 06/05/2025(2) (3) Common Stock 20,000 20,000 D
Stock Option $2.88 (5) 07/14/2025 Common Stock 2,955 2,955 D
Stock Option $1.44 (5) 10/26/2026 Common Stock 2,462 2,462 D
Stock Option $1.92 (5) 09/25/2028 Common Stock 2,462 2,462 D
Stock Option $2.22 (5) 09/11/2029 Common Stock 1,231 1,231 D
Stock Option $3.18 (5) 10/30/2030 Common Stock 2,462 2,462 D
Warrant $12 08/28/2023 08/28/2028 Common Stock 834 834 I By Trust.(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunn James E. Jr.
300 N. GREENE STREET
SUITE 2195
GREENSBORO, NC 27401 		X

Signatures

/s/ John Berg, Attorney-in-Fact 12/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
(2) The restricted stock units vest 100% on the earliest of (i) June 5, 2025, subject to the recipient's continued service as a Board member of the Company, (ii) the recipient's death, or (iii) the recipient's disability.
(3) No expiration date.
(4) Shares and warrants held of record by the James E. Dunn, Jr. Restated 1985 Revocable Trust, for the benefit of Reporting Person.
(5) The shares subject to the option are fully vested and exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.