John Berg - Oct 22, 2021 Form 3 Insider Report for Guerrilla RF, Inc. (GUER)

Role
Chief Financial Officer
Signature
/s/ Joe Newlon, Attorney-in-Fact
Stock symbol
GUER
Transactions as of
Oct 22, 2021
Transactions value $
$0
Form type
3
Date filed
11/10/2021, 01:43 PM
Next filing
Apr 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GUER Common Stock 144K Oct 22, 2021 Direct F1

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 36.9K $0.24 Direct F2
holding GUER Stock Option Oct 22, 2021 Common Stock 25.6K $0.32 Direct F3
holding GUER Stock Option Oct 22, 2021 Common Stock 12.4K $0.37 Direct F4
holding GUER Stock Option Oct 22, 2021 Common Stock 8.86K $0.53 Direct F5
* 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 The shares subject to the option are fully vested and exercisable.
F3 12,803 of the shares subject to the option are vested, and the remaining shares vest on December 5, 2021, subject to the Reporting Person's continued service as of such vesting date.
F4 4,136 of the shares subject to the option are vested, and the remaining shares vest in two equal installments on December 6, 2021 and December 6, 2022, subject to the Reporting Person's continued service as of each such vesting date.
F5 The shares subject to the option shall vest in three equal annual installments, beginning on December 6, 2021, subject to the Reporting Person's continued service as of each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney