Guerrilla RF (GUER) Form 4 Guerrilla RF / James E. Jr. Dunn 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^*

Dunn James E. Jr.

(Last) (First) (Middle)

300 N. GREENE STREET

SUITE 2195

(Street)

GREENSBORO NC 27401

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2023

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								11,153	D
Common Stock								1,667	I	By Trust(1)

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	(2)	04/05/2023		A		6,411		(3)	(4)	Common Stock	6,411	$0	6,411	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.(1)

Explanation of Responses:

1. Shares and warrants held of record by the James E. Dunn, Jr. Restated 1985 Revocable Trust, for the benefit of Reporting Person.

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

3. The restricted stock units vest 100% on the earliest of (i) 04/05/2024, 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.

4. No expiration date.

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

Remarks:

On April 17, 2023, Guerrilla RF, Inc. (the "Company") effected a 1-for-6 reverse stock split of its Common Stock. This Form 4 reflects the beneficial ownership post-stock split, including proportionate adjustments made to the exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding stock options.

	/s/ John Berg, Attorney-in-Fact	04/01/2024
	** 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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