Sec Form 3 Filing - SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP @ Guerrilla RF, Inc. - 2023-09-06

FORM 3 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 SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP 2. Issuer Name and Ticker or Trading Symbol Guerrilla RF, Inc. [ GUER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7900 TRIAD CENTER DR., #333 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2023 (Street) GREENSBORO, NC27409 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 433,655 ( 1 ) 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 Warrant $ 12 08/28/2023 08/28/2028 Common Stock 48,078 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP 7900 TRIAD CENTER DR. #333 GREENSBORO, NC27409 X Signatures /s/ Corey M. Martens, Attorney-in-Fact 09/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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

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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