Chairman of the Board, CEO Thompson Jeffrey M sold $5,737,057 worth of shares (500,000 units at $11.47), exercised 797,011 shares at a strike of $2.78 and covered exercise/tax liability with 206,202 shares, increasing direct ownership by 0.70% to 13,014,449 units (SEC Form 4)
$RCAT
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Red Cat Holdings, Inc. [ RCAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/20/2024 | M | 474,684 | A | $3.95 | 13,398,324 | D | |||
| Common Stock | 12/20/2024 | F | 174,419 | D | $10.75 | 13,223,905 | D | |||
| Common Stock | 12/20/2024 | M | 322,327 | A | $1.06 | 13,546,232 | D | |||
| Common Stock | 12/20/2024 | F | 31,783 | D | $10.75 | 13,514,449 | D | |||
| Common Stock | 12/23/2024 | S | 392,551 | D | $11.3415(1) | 13,121,898 | D | |||
| Common Stock | 12/24/2024 | S | 78,693 | D | $11.2236(2) | 13,043,205 | D | |||
| Common Stock | 12/26/2024 | S | 28,756 | D | $13.97(3) | 13,014,449 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $3.95 | 12/20/2024 | M | 474,684 | (4) | 03/31/2031 | Common Stock | 474,684 | $0 | 25,316 | D | ||||
| Employee Stock Option (right to buy) | $1.06 | 12/20/2024 | M | 322,327 | (5) | 05/15/2033 | Common Stock | 322,327 | $0 | 927,673 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.4522 to $13.8301 per share. The reporting person undertakes to provide Red Cat Holdings, Inc., any security holder of Red Cat Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.6701 to $11.77 per share. The reporting person undertakes to provide Red Cat Holdings, Inc., any security holder of Red Cat Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.37 to $14.46 per share. The reporting person undertakes to provide Red Cat Holdings, Inc., any security holder of Red Cat Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 4. On March 31, 2021, the reporting person was granted an option to purchase up to 500,000 shares of common stock at a price of $3.95 per share issued as compensation under the 2019 Equity Incentive Plan of Red Cat Holdings, Inc. The options are fully vested. |
| 5. On May 15, 2023, the reporting person was granted an option to purchase up to 1,250,000 shares of common stock at a price of $1.06 per share issued as compensation under the 2019 Equity Incentive Plan of Red Cat Holdings, Inc. These options vest at a rate of 1/3 per year over the course of 3 years after the date of grant, and are exercisable for up to 10 years. |
| /s/ Jeffrey M. Thompson | 12/26/2024 | |
| ** 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. | ||