Sec Form 3 Filing - Matus George Michael @ Red Cat Holdings, Inc. - 2021-09-01

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 Matus George Michael 2. Issuer Name and Ticker or Trading Symbol Red Cat Holdings, Inc. [ RCAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO of Teal Drones subsidiary (Last) (First) (Middle) 370 HARBOUR DRIVE, PALMAS DEL MAR 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2021 (Street) HUMACAO, PR00791 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 ) 400,000 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 Common Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 600,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Matus George Michael 370 HARBOUR DRIVE PALMAS DEL MAR HUMACAO, PR00791 CEO of Teal Drones subsidiary Signatures /s/ George Matus 10/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting 25% on August 31, 2021 and 25% on the 12 months anniversary of issuance, and 6.25% quarterly thereafter until fully vested, provided 50% shall vest in 12 months if the trailing 12 month's revenue is greater than $10 million and 100% shall vest in 24 months if the trailing 12 months revenue is greater than $15 million. ( 2 )Pursuant to Employment Agreement dated as of September 1, 2021, the Reporting Person will be issued up to 600,000 stock options if by September 1, 2023 certain revenue targets are attained with a margin equal to or greater than 25%, 150,000 at $13 million, $18 million, $25 million and $30 million of revenue, each of which will have a 90 day vesting schedule once granted.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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