Sec Form 3 Filing - Lunger Leah @ Red Cat Holdings, Inc. - 2024-03-15

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 Lunger Leah 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) Interim CFO (Last) (First) (Middle) 15 AVE. MUNOZ RIVERA, STE 2200 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2024 (Street) SAN JUAN, PR00901 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 1,030 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 Employee stock option (right to buy) $ 2.6 ( 1 ) 06/07/2031 Common Stock 50,000 D Employee stock option (right to buy) $ 1.27 ( 2 ) 02/08/2033 Common Stock 85,000 D Employee stock option (right to buy) $ 0.89 ( 3 ) 04/29/2033 Common Stock 25,000 D Employee stock option (right to buy) $ 2.6 ( 1 ) 06/07/2031 Common Stock 50,000 I By spouse Employee stock option (right to buy) $ 0.89 ( 3 ) 04/29/2033 Common Stock 21,000 I By spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lunger Leah 15 AVE. MUNOZ RIVERA STE 2200 SAN JUAN, PR00901 Interim CFO Signatures /s/ Leah Lunger 03/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests quarterly over a 3 year period that began with the quarter ended July 31, 2021. 45,833 shares subject to the option have vested, and the remaining 4,167 shares will vest on June 7, 2024, subject to continuing employment with Red Cat Holdings, Inc. ( 2 )28,333 shares subject to the option have vested. 7,083 shares will vest each quarter through the quarter ending January 31, 2026, subject to continuing employment with Red Cat Holdings, Inc. ( 3 )The option is fully vested.

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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