SEC FORM 4

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

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)
05/30/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2023		P	V	225	A	$4.52	225	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾							⁽²⁾	⁽⁷⁾	Common Stock	12,500		12,500	D
Restricted Stock Unit	⁽¹⁾							⁽³⁾	⁽⁷⁾	Common Stock	2,758		2,758	D
Restricted Stock Unit	⁽¹⁾							⁽⁴⁾	⁽⁷⁾	Common Stock	2,167		2,167	D
Stock Option	$2.22							⁽⁵⁾	09/11/2029	Common Stock	24,618		24,618	D
Stock Option	$3.18							⁽⁶⁾	10/30/2030	Common Stock	1,773		1,773	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 1/1/2024; (ii) 4,167 on 1/1/2025; and (iii) 4,166 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 7/22/2023; (ii) 919 on 7/22/2024; and (iii) 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 2/21/2023; (ii) 722 on 2/21/2024; and (iii) 723 on 2/21/2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

5. 18,464 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. 1,182 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.

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/ Corey Martens, Attorney-in-Fact	06/01/2023
	** 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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