Form: 4

Statement of changes in beneficial ownership of securities

December 18, 2024

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. 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
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 12/16/2024 M 37,025 A $2.6 725,020 D
Common Stock(2) 12/16/2024 M 43,298 A $1.27 768,318 D
Common Stock(3) 12/16/2024 M 22,779 A $0.89 791,097 D
Common Stock(1) 12/16/2024 M 37,025 A $2.6 828,122 I By Spouse
Common Stock(4) 12/16/2024 M 19,134 A $0.89 847,256 I By Spouse
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy)(1) $10.02 12/16/2024 C 50,000 06/07/2024 06/07/2031 Common Stock 50,000 $2.6 181,000 D
Employee Stock Option (right to buy)(2) $10.02 12/16/2024 C 49,583 10/01/2024 02/08/2033 Common Stock 49,583 $1.27 131,417 D
Employee Stock Option (right to buy)(3) $10.02 12/16/2024 C 25,000 02/01/2024 04/29/2033 Common Stock 25,000 $0.89 106,417 D
Employee Stock Option (right to buy)(1) $10.02 12/16/2024 C 50,000 06/07/2024 06/07/2031 Common Stock 50,000 $2.6 56,417 I By Spouse
Employee Stock Option (right to buy)(4) $10.02 12/16/2024 C 21,000 02/01/2024 04/29/2033 Common Stock 21,000 $0.89 35,417 I By Spouse
Explanation of Responses:
1. Exercise of 50,000 options exercised on a cashless basis resulting in the net issuance of 37,025 shares of common stock.
2. Exercise of 49,583 options exercised on a cashless basis resulting in the net issuance of 43,298 shares of common stock.
3. Exercise of 25,000 options exercised on a cashless basis resulting in the net issuance of 22,779 shares of common stock.
4. Exercise of 21,000 options exercised on a cashless basis resulting in the net issuance of 19,134 shares of common stock.
/s/ Leah Lunger 12/18/2024
** 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 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).

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.