Guerrilla RF (GUER) Form 4 Guerrilla RF / Ryan Michael Pratt ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pratt Ryan Michael

(Last) (First) (Middle)

5686 GREEN DALE COURT

(Street)

SUMMERFIELD NC 27358

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

4. 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 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								5,317,467	D
Common Stock								378,131	I	By Trust(1)
Common Stock								378,131	I	By Trust(2)
Common Stock								378,131	I	By Trust(3)

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 Securities Underlying Derivative Security (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: 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	(4)	01/03/2023		A		150,000		(5)	(10)	Common Stock	150,000	$0	150,000	D
Restricted Stock Unit	(4)							(6)	(10)	Common Stock	4,600		4,600	I	Held by Spouse
Restricted Stock Unit	(4)							(7)	(10)	Common Stock	1,600		1,600	I	Held by Spouse
Restricted Stock Unit	(4)							(8)	(10)	Common Stock	150,000		150,000	D
Restricted Stock Unit	(4)							(9)	(10)	Common Stock	25,000		25,000	D
Stock Option	$0.24							(11)	10/26/2026	Common Stock	8,862		8,862	I	Held by Spouse
Stock Option	$0.32							(11)	09/25/2028	Common Stock	3,840		3,840	I	Held by Spouse
Stock Option	$0.37							(11)	09/11/2029	Common Stock	8,862		8,862	I	Held by Spouse
Stock Option	$0.53							(12)	10/30/2030	Common stock	7,976		7,976	I	Held by Spouse

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting of the unit.

5. The restricted stock units vest as follows: (i) 50,000 on 1/1/2024; (ii) 50,000 on 1/1/2025; and (iii) 50,000 on 1/1/2026, in each case subject to the Reporting Person's continued service through the applicable vesting date.

6. The restricted stock units vest as follows: (i) 1,533 on 5/4/2023; (ii) 1,533 on 5/4/2024; and (iii) 1,534 on 5/4/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

7. The restricted stock units vest as follows: (i) 533 on 2/21/2023; (ii) 533 on 2/21/2024; and (iii) 534 on 2/21/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

8. The restricted stock units vest as follows: (i) 50,000 on 1/1/2023; (ii) 50,000 on 1/1/2024; and (iii) 50,000 on 1/1/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

9. The restricted stock units vest as follows: (i) 8,333 on 1/1/2023; (ii) 8,333 on 1/1/2024; and (iii) 8,334 on 1/1/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

10. No expiration date.

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

12. 2,659 of the shares subject to the option vested on 5/4/2021; 2,659 of the shares subject to the option vested on 5/2/2022; and the remaining 2,658 shares vest on 5/4/2023, subject to the holder's continued service as of the vesting date.

	/s/ Corey Martens, Attorney-in-Fact	01/05/2023
	** 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 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).
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