John Alen Berg Form 4 Guerrilla RF / John Alen Berg 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^*

Berg John Alen

(Last) (First) (Middle)

6316 POPLAR FOREST DRIVE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial 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								33,028	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	$1.44							(5)	12/05/2026	Common Stock	6,155		6,155	D
Stock Option	$1.92							(5)	09/25/2028	Common Stock	4,268		4,268	D
Stock Option	$2.22							(5)	09/11/2029	Common Stock	2,068		2,068	D
Stock Option	$3.18							(5)	10/30/2030	Common Stock	1,477		1,477	D
Restricted Stock Unit	(1)							(3)	(6)	Common Stock	1,753		1,753	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) 876 on 12/6/2024; and (ii) 877 on 12/6/2025, 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.

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	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).
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