Sec Form 3 Filing - NR-PRL Partners, LP @ Guerrilla RF, Inc. - 2024-08-05

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 NR-PRL Partners, LP 2. Issuer Name and Ticker or Trading Symbol Guerrilla RF, Inc. [ GUER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 867 BOYLSTON STREET, 5TH FLOOR #1361 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2024 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series A Convertible Preferred Stock $ 327.87 08/05/2024 ( 1 ) Common Stock 7,213,115 D ( 3 ) Common Stock Purchase Warrants $ 3.05 ( 2 ) ( 2 ) Common Stock 2,885,246 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NR-PRL Partners, LP 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 X ELLIS THOMAS B 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 X X HAMMER TODD B 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 X X NR-PRL Partners GP, LLC 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 X Signatures /s/ NR-PRL Partners, LP, By: NR-PRL Partners GP, LLC, By: /s/ Thomas B. Ellis, Managing Member 08/12/2024 Signature of Reporting Person Date /s/ NR-PRL Partners GP, LLC, By: /s/ Thomas B. Ellis, Member 08/12/2024 Signature of Reporting Person Date /s/ Thomas B. Ellis 08/12/2024 Signature of Reporting Person Date /s/ Todd B. Hammer 08/12/2024 Signature of Reporting Person Date

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.

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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