Salem Investment Partners V, Limited Partnership - Sep 6, 2023 Form 3 Insider Report for Guerrilla RF, Inc. (GUER)

Role
10%+ Owner
Signature
/s/ Corey M. Martens, Attorney-in-Fact
Stock symbol
GUER
Transactions as of
Sep 6, 2023
Transactions value $
$0
Form type
3
Date filed
9/15/2023, 02:03 PM
Next filing
Apr 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GUER Common Stock 434K Sep 6, 2023 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 Warrant Sep 6, 2023 Common Stock 48.1K $12.00 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 14, 2023 and September 5, 2023, Guerrilla RF, Inc. (the "Company") entered into Amendment No. 3 to Loan Agreement and an Amended and Restated Loan Agreement, respectively, with Salem Investment Partners V, Limited Partnership ("Salem") whereby Salem undertook to make certain loans to the Company. On September 6, 2023, as partial consideration for the loans, Salem received (i) 400,000 shares of Common Stock pursuant to Amendment No. 3, and (ii) 660,000 shares of Common Stock pursuant to the Amended and Restated Loan Agreement. Pursuant to loan participation agreements, four other parties funded approximately 72% of these loans, in exchange for which they are entitled to a pro rata share of any principal and interest received by Salem, and any payments received by Salem in exchange for the shares issued thereunder. Thus, Salem has a pecuniary interest in only 300,000 of the shares issued on September 6, 2023; the remaining 760,000 shares are not included in this Form 3.

Remarks:

Exhibit List: Exhibit 24 – Power of Attorney