Sec Form 3 Filing - Broxson Jeffery Scott @ Guerrilla RF, Inc. - 2021-10-22

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 Broxson Jeffery Scott 2. Issuer Name and Ticker or Trading Symbol Guerrilla RF, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President of Sales (Last) (First) (Middle) 1105 BERKLEY MANOR WAY #2C 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2021 (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

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 Stock Option $ 0.34 ( 1 )( 2 ) 07/16/2024 Common Stock 280,644 D Stock Option $ 0.24 ( 2 ) 10/26/2026 Common Stock 23,929 D Stock Option $ 0.32 ( 2 ) 09/25/2028 Common Stock 29,541 D Stock Option $ 0.37 ( 3 ) 09/11/2029 Common Stock 12,407 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Broxson Jeffery Scott 1105 BERKLEY MANOR WAY #2C GREENSBORO, NC27409 Vice President of Sales Signatures /s/ Joe Newlon, Attorney-in-Fact 11/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 22, 2021, the Issuer's wholly-owned subsidiary, Guerrilla RF Acquisition Co. ("Acquisition Sub"), merged with and into Guerrilla RF, Inc., a privately held Delaware corporation ("Guerrilla RF"). Pursuant to this transaction (the "Merger"), Guerrilla RF was the surviving corporation and became the Issuer's wholly owned subsidiary, and all of the outstanding stock of Guerrilla RF was converted into shares of the Issuer's common stock. All of Guerrilla RF's outstanding options were assumed by the Issuer. As a result of the Merger, each of Guerrilla RF's shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive approximately 2.95 shares of the Issuer's common stock. Following the consummation of the Merger, Guerrilla RF changed its name to "Guerrilla RF Operating Corporation", and the Issuer changed its name to "Guerrilla RF, Inc." ( 2 )The shares subject to the option are fully vested and exercisable. ( 3 )4,136 of the shares subject to the option vested on February 17, 2020, 4,136 of the shares subject to the option vested on February 17, 2021, and the remainder vest in one installment on February 17, 2022, subject to the Reporting Person's continued service as of such vesting date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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