Ryan Michael Pratt - Oct 22, 2021 Form 3 Insider Report for Guerrilla RF, Inc. (GUER)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Joe Newlon, Attorney-in-Fact
Stock symbol
GUER
Transactions as of
Oct 22, 2021
Transactions value $
$0
Form type
3
Date filed
11/4/2021, 09:02 PM
Next filing
Jan 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GUER Common Stock 5.32M Oct 22, 2021 Direct F1
holding GUER Common Stock 378K Oct 22, 2021 By Trust F2
holding GUER Common Stock 378K Oct 22, 2021 By Trust F3
holding GUER Common Stock 378K Oct 22, 2021 By Trust F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GUER Stock Option Oct 22, 2021 Common Stock 8.86K $0.24 Held by Spouse F1, F5
holding GUER Stock Option Oct 22, 2021 Common Stock 3.84K $0.32 Held by Spouse F1, F5
holding GUER Stock Option Oct 22, 2021 Common Stock 8.86K $0.37 Held by Spouse F1, F6
holding GUER Stock Option Oct 22, 2021 Common Stock 7.98K $0.53 Held by Spouse F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 22, 2021, the Issuer's wholly-owned subsidiary, Guerrilla RF Acquisition Co. ("Acquisition Sub"), merged with and into Guerrilla RF, Inc., a privately held Delaware corporation ("Guerrilla RF"). Pursuant to this transaction (the "Merger"), Guerrilla RF was the surviving corporation and became the Issuer's wholly owned subsidiary, and all of the outstanding stock of Guerrilla RF was converted into shares of the Issuer's common stock. All of Guerrilla RF's outstanding options were assumed by the Issuer. As a result of the Merger, each of Guerrilla RF's shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive approximately 2.95 shares of the Issuer's common stock. Following the consummation of the Merger, Guerrilla RF changed its name to "Guerrilla RF Operating Corporation", and the Issuer changed its name to "Guerrilla RF, Inc."
F2 Shares held of record by the 2021 Irrevocable Trust for Patrick Joseph Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F3 Shares held of record by the 2021 Irrevocable Trust for Rachel Katherin Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F4 Shares held of record by the 2021 Irrevocable Trust for Nikolas Ryan Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F5 The shares subject to the option are fully vested and exercisable.
F6 2,954 of the shares subject to the option vested on May 4, 2020, 2,954 of the shares subject to the option vested on May 4, 2021, and the remaining shares vest in one installment on May 4, 2022, subject to the holder's continued service as of each such vesting date.
F7 2,659 of the shares subject to the option vested on May 4, 2021 and the remaining shares vest in two equal installments on May 4, 2022 and May 4, 2023, subject to the holder's continued service as of each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney