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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Pratt Ryan Michael (Last) (First) (Middle) 5686 GREEN DALE COURT (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2024
	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	05/28/2024		P		100	A	$4.25	948,845	D
Common Stock	05/24/2024		P		901	A	$3.52(14)	948,745	D
Common Stock	05/23/2024		P		59	A	$4.25	791	I	Held by Spouse
Common Stock								63,022	I	By Trust(1)
Common Stock								63,022	I	By Trust(2)
Common Stock								63,022	I	By Trust(3)

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	(4)							(6)	(10)	Common Stock	256		256	I	Held by Spouse
Restricted Stock Unit	(4)							(7)	(10)	Common Stock	89		89	I	Held by Spouse
Restricted Stock Unit	(4)							(8)	(10)	Common Stock	8,334		8,334	D
Restricted Stock Unit	(4)							(9)	(10)	Common Stock	1,389		1,389	D
Stock Option	$1.44							(11)	10/26/2026	Common Stock	1,477		1,477	I	Held by Spouse
Stock Option	$1.92							(11)	09/25/2028	Common Stock	640		640	I	Held by Spouse
Stock Option	$2.22							(11)	09/11/2029	Common Stock	1,477		1,477	I	Held by Spouse
Stock Option	$3.18							(11)	10/30/2030	Common stock	1,329		1,329	I	Held by Spouse
Restricted Stock Unit	(4)							(5)	(10)	Common Stock	16,667		16,667	D
Restricted Stock Unit	(4)							(12)	(10)	Common Stock	2,500		2,500	I	Held by Spouse
Restricted Stock Unit	(4)							(13)	(10)	Common Stock	35,377		35,377	D
Warrant	$2.5							09/28/2024	09/28/2029	Common Stock	33,822		33,822	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting of the unit.

5. The restricted stock units vest as follows: (i) 8,333 on 1/1/2025; and (ii) 8,334 on 1/1/2026, in each case subject to the Reporting Person's continued service through the applicable vesting date.

6. The restricted stock units vest on 5/4/2025, subject to the Reporting Person's continued service through the vesting date.

7. The restricted stock units vest on 2/21/2025, subject to the Reporting Person's continued service through the vesting date.

8. The restricted stock units vest on 1/1/2025, subject to the Reporting Person's continued service through the vesting date.

9. The restricted stock units vest on 1/1/2025, subject to the Reporting Person's continued service through the vesting date.

10. No expiration date.

11. The options are fully vested and exercisable.

12. The restricted stock units vest as follows: (i) 833 on 8/21/2024; (ii) 833 on 8/21/2025; and (iii) 834 on 8/21/2026, in each case subject to the Reporting Person's continued service through the applicable vesting date.

13. The restricted stock units vest as follows: (i) 11,792 on 1/1/2025; (ii) 11,792 on 1/1/2026; and (iii) 11,793 on 1/1/2027, in each case subject to the Reporting Person's continued service through the applicable vesting date.

14. The purchase price reported above is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.025 to $3.91. The reporting person undertakes to provide Guerrilla RF, Inc., any security holder of Guerrilla RF, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

	/s/ John Berg, Attorney-in-Fact	05/28/2024
	** 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).
** 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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