Mark Alan Mason Form 4 Guerrilla RF / Mark Alan Mason 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^*

Mason Mark Alan

(Last) (First) (Middle)

682 INVERNESS DRIVE

(Street)

WINSTON-SALEM NC 27107

(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)

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

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	(1)	01/03/2023		A		75,000		(2)	(7)	Common Stock	75,000	$0	75,000	D
Restricted Stock Unit	(1)							(3)	(7)	Common Stock	16,550		16,550	D
Restricted Stock Unit	(1)							(4)	(7)	Common Stock	13,000		13,000	D
Stock Option	$0.37							(5)	09/11/2029	Common Stock	147,707		147,707	D
Stock Option	$0.53							(6)	10/30/2030	Common Stock	10,635		10,635	D

Explanation of Responses:

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 as follows: (i) 25,000 on 1/1/2024; (ii) 25,000 on 1/1/2025; and (iii) 25,000 on 1/1/2026, in each case subject to the Reporting Person's continued service through the applicable vesting date.

3. The restricted stock units vest as follows: (i) 5,516 on 7/22/2023; (ii) 5,517 on 7/22/2024; and (iii) 5,517 on 7/22/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

4. The restricted stock units vest as follows: (i) 4,333 on 2/21/2023; (ii) 4,333 on 2/21/2024; and (iii) 4,334 on 2/21/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

5. 110,781 of the shares subject to the option have vested, and the remaining shares vest on July 22, 2023, subject to the Reporting Person's continued service as of such vesting date.

6. 7,090 of the shares subject to the option are vested, and the remaining shares vest on July 22, 2023, subject to the Reporting Person's continued service as of such vesting date.

7. No expiration 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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