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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)
01/30/2024

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								6,032	D

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)							(2)	(6)	Common Stock	8,334		8,334	D
Restricted Stock Unit	(1)							(4)	(6)	Common Stock	1,445		1,445	D
Stock Option	$2.22							(5)	09/11/2029	Common Stock	24,618		24,618	D
Stock Option	$3.18							(5)	10/30/2030	Common Stock	1,773		1,773	D
Restricted Stock Unit	(1)							(3)	(6)	Common Stock	1,839		1,839	D
Restricted Stock Unit	(1)	01/30/2024		A		17,689		(7)	(6)	Common Stock	17,689	$0	17,689	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) 4,167 on 1/1/2025; and (ii) 4,167 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) 919 on 7/22/2024; and (ii) 920 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) 722 on 2/21/2024; and (ii) 723 on 2/21/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

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

6. No expiration date.

7. The restricted stock units vest as follows: (i) 5,896 on 1/1/2025; (ii) 5,896 on 1/1/2026; and (iii) 5,897 on 1/1/2027, in each case subject to the Reporting Person's continued service through the applicable vesting date

	/s/ John Berg, Attorney-in-Fact	02/01/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.