Guerrilla RF (GUER) Form 3 Guerrilla RF / Ryan Michael Pratt ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Pratt Ryan Michael

(Last) (First) (Middle)

5686 GREEN DALE CT

(Street)

SUMMERFIELD NC 27358

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2021

3. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,317,467(1)	D
Common Stock	378,131	I	By Trust(2)
Common Stock	378,131	I	By Trust(3)
Common Stock	378,131	I	By Trust(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option(1)	(5)	10/26/2026	Common Stock	8,862	0.24	I	Held by Spouse
Stock Option(1)	(5)	09/25/2028	Common Stock	3,840	0.32	I	Held by Spouse
Stock Option(1)	(6)	09/11/2029	Common Stock	8,862	0.37	I	Held by Spouse
Stock Option(1)	(7)	10/30/2030	Common Stock	7,976	0.53	I	Held by Spouse

Explanation of Responses:

1. On October 22, 2021, the Issuer's wholly-owned subsidiary, Guerrilla RF Acquisition Co. ("Acquisition Sub"), merged with and into Guerrilla RF, Inc., a privately held Delaware corporation ("Guerrilla RF"). Pursuant to this transaction (the "Merger"), Guerrilla RF was the surviving corporation and became the Issuer's wholly owned subsidiary, and all of the outstanding stock of Guerrilla RF was converted into shares of the Issuer's common stock. All of Guerrilla RF's outstanding options were assumed by the Issuer. As a result of the Merger, each of Guerrilla RF's shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive approximately 2.95 shares of the Issuer's common stock. Following the consummation of the Merger, Guerrilla RF changed its name to "Guerrilla RF Operating Corporation", and the Issuer changed its name to "Guerrilla RF, Inc."

2. Shares held of record by the 2021 Irrevocable Trust for Patrick Joseph Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. Shares held of record by the 2021 Irrevocable Trust for Rachel Katherin Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

4. Shares held of record by the 2021 Irrevocable Trust for Nikolas Ryan Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

5. The shares subject to the option are fully vested and exercisable.

6. 2,954 of the shares subject to the option vested on May 4, 2020, 2,954 of the shares subject to the option vested on May 4, 2021, and the remaining shares vest in one installment on May 4, 2022, subject to the holder's continued service as of each such vesting date.

7. 2,659 of the shares subject to the option vested on May 4, 2021 and the remaining shares vest in two equal installments on May 4, 2022 and May 4, 2023, subject to the holder's continued service as of each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Joe Newlon, Attorney-in-Fact	11/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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