Sec Form 4 Filing - Lunger Leah @ Red Cat Holdings, Inc. - 2024-06-10

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 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) Chief Financial Officer (Last) (First) (Middle) 15 AVE. MUNOZ RIVERA, STE 2200 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2024 (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 ) 06/10/2024 A 900,000 A $ 0 901,030 D Common Stock ( 2 ) 06/10/2024 F 44,922 D $ 0.885 856,108 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
Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lunger Leah 15 AVE. MUNOZ RIVERA STE 2200 SAN JUAN, PR00901 Chief Financial Officer	Signatures /s/ Leah Lunger 06/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 6/10/2024, the reporting person was granted 900,000 restricted stock units, with 150,000 shares vesting on the date of grant, 64,286 shares vesting on the 10th day following each of the successive six fiscal quarters, 64,284 shares vesting on the seventh successive fiscal quarter, and 300,000 shares vesting upon timely filing of the Company's Form 10-K for the year ended 4/30/2024. ( 2 )Represents shares that have been withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 150,000 restricted stock units from the award granted on 6/10/2024for a total of 900,000 shares, of which 450,000 are scheduled to vest quarterly through May 10, 2025 and 300,000 will vest contingent upon the completion of performance obligations.

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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