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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NR-PRL Partners, LP (Last) (First) (Middle) 867 BOYLSTON STREET 5TH FLOOR #1361 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2024	3. Issuer Name and Ticker or Trading Symbol Guerrilla RF, Inc. [ GUER ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	08/05/2024	(1)	Common Stock	7,213,115	$327.87	D(3)
Common Stock Purchase Warrants	(2)	(2)	Common Stock	2,885,246	$3.05	D(3)

1. Name and Address of Reporting Person* NR-PRL Partners, LP (Last) (First) (Middle) 867 BOYLSTON STREET 5TH FLOOR #1361 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELLIS THOMAS B (Last) (First) (Middle) 867 BOYLSTON STREET 5TH FLOOR #1361 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HAMMER TODD B (Last) (First) (Middle) 867 BOYLSTON STREET 5TH FLOOR #1361 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NR-PRL Partners GP, LLC (Last) (First) (Middle) 867 BOYLSTON STREET 5TH FLOOR #1361 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities do not have any expiration date.

2. The reported warrants are currently exercisable, and they expire on August 5, 2030.

3. The reported securities are directly held by NR-PRL Partners, LP, and may be deemed to be indirectly beneficially owned by NR-PRL Partners GP, LLC as the general partner of NR-PRL Partners, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of NR-PRL Partners GP, LLC.

Remarks:

Each of NR-PRL Partners, LP and NR-PRL Partners, LLC may be deemed to be a director by deputization for purposes of Section 16 under the Securities and Exchange Act of 1934, as amended, by virtue of the fact that Thomas B. Ellis and Todd B. Hammer, the members of NR-PRL Partners GP, LLC, currently serve on the board of directors of the issuer.

	/s/ NR-PRL Partners, LP, By: NR-PRL Partners GP, LLC, By: /s/ Thomas B. Ellis, Managing Member	08/12/2024
	/s/ NR-PRL Partners GP, LLC, By: /s/ Thomas B. Ellis, Member	08/12/2024
	/s/ Thomas B. Ellis	08/12/2024
	/s/ Todd B. Hammer	08/12/2024
	** Signature of Reporting Person	Date
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 5 (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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