Sec Form 4 Filing - Liuzza Nicholas Reyland JR @ Red Cat Holdings, Inc. - 2020-09-18

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 Liuzza Nicholas Reyland JR 2. Issuer Name and Ticker or Trading Symbol Red Cat Holdings, Inc. [ RCAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 79 WAPPING ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (Street) PORTSMOUTH, RI02871 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 ( 1 ) 09/18/2020 C 209,758 A $ 0.65 418,591 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 Convertible Note ( 1 ) $ 0.65 09/18/2020 C 136,342 12/17/2019 12/17/2021 Common stock 209,758 $ 0.65 0 D Convertible Note ( 2 ) $ 1 10/05/2020 P 300,000 10/05/2020 10/05/2022 Common stock 300,000 $ 1 300,000 D Warrant ( 2 ) $ 1.5 10/05/2020 P 199,998 10/05/2020 10/05/2025 Common stock 199,998 $ 1.5 199,998 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liuzza Nicholas Reyland JR 79 WAPPING ROAD PORTSMOUTH, RI02871 X Signatures Nicholas R. Liuzza, Jr. 10/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction represents conversion of Convertible Note (issued in December 2019) in the principal amount of $125,000 plus accrued interest totaling $11,342 resulting in the issuance of 209,758 shares of common stock. ( 2 )Transaction represents issuance of Convertible Note in October 2020 in the principal amount of $300,000 convertible at $1.00 or at 75% of the price of securities sold in a Qualified Offering. The transaction included the issuance of 199,998 warrants to purchase common stock at a price equal to the lower of $1.50 per share or at a 25% discount to the price per share of common stock sold in a Qualified Offering. The conversion of the Convertible Note can't result in ownership of more than 9.99% of the common stock outstanding after such conversion and any conversion shall be so limited.

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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