Sec Form 4 Filing - Mason Mark Alan @ Guerrilla RF, Inc. - 2023-05-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mason Mark Alan 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 (Last) (First) (Middle) 682 INVERNESS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2023 (Street) WINSTON-SALEM, NC27107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/30/2023 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mason Mark Alan 682 INVERNESS DRIVE WINSTON-SALEM, NC27107 Chief Operating Officer Signatures /s/ Corey Martens, Attorney-in-Fact 06/01/2023 Signature of Reporting Person Date

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.

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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