Form: 3

Initial statement of beneficial ownership of securities

March 25, 2024

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*
Lunger Leah
(Last) (First) (Middle)
15 AVE. MUNOZ RIVERA
STE 2200
(Street)
SAN JUAN PR 00901
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2024 		3. Issuer Name and Ticker or Trading Symbol
Red Cat Holdings, Inc. [ RCAT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common Stock 1,030 D
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
Employee stock option (right to buy) (1) 06/07/2031 Common Stock 50,000 2.6 D
Employee stock option (right to buy) (2) 02/08/2033 Common Stock 85,000 1.27 D
Employee stock option (right to buy) (3) 04/29/2033 Common Stock 25,000 0.89 D
Employee stock option (right to buy) (1) 06/07/2031 Common Stock 50,000 2.6 I By spouse
Employee stock option (right to buy) (3) 04/29/2033 Common Stock 21,000 0.89 I By spouse
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.
/s/ Leah Lunger 03/25/2024
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.