Sec Form 4 Filing - Red Cat Holdings, Inc. @ Unusual Machines, Inc. - 2024-07-19

FORM 4 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 Red Cat Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol Unusual Machines, Inc. [ UMAC] 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) 15 AVE. MUNOZ RIVERA, STE 2200 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2024 (Street) SAN JUAN, PR00901-2510 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 07/22/2024 D 4,250,000 D $ 0 ( 1 ) 0 D

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 8% Promissory Note $ 0 ( 2 ) 07/19/2024 A 2,000,000 02/16/2024 11/30/2025 Common stock 0 ( 2 ) $ 0 ( 2 ) 4,000,000 D 8% Promissory Note $ 0 ( 2 ) 07/22/2024 D 4,000,000 02/16/2024 11/30/2025 Common stock 0 ( 2 ) $ 0 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Red Cat Holdings, Inc. 15 AVE. MUNOZ RIVERA STE 2200 SAN JUAN, PR00901-2510 X Signatures /s/ Jeffrey Thompson, Chief Executive Officer 07/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective July 22, 2024, the Reporting Person sold all of its securities in the Issuer to two unaffiliated third-party purchasers (the "Purchasers"). As part of that transaction and immediately prior to the sale to the Purchasers, the Reporting Person entered into an Exchange Agreement with the Issuer pursuant to which the Reporting Person exchanged 4,250,000 shares of Common Stock of the Issuer for 4,250 shares of Series A Convertible Preferred Stock ("Preferred Stock") of the Issuer. The Preferred Stock is not subject to conversion if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to such conversion. The Purchaser acquired all of the Reporting Person's Preferred Stock and all of the Notes (as defined below) for a total purchase price of $4,400,000. ( 2 )As previously reported, the Reporting Person previously acquired a $2,000,000 original principal amount of UMAC 8% Promissory Notes (the "Notes") as part of the purchase price paid by the Issuer for the Reporting Person's former subsidiaries Rotor Riot, LLC and Fat Shark Holdings, Ltd. On July 19, 2024, the Reporting Person and UMAC agreed to amend and re-issue the Notes in order to increase the principal amount of the note to $4,000,000 from $2,000,000 pursuant to the working capital adjustment provision for adjustment of the purchase price for the Reporting Person's former subsidiaries. The Notes are not subject to conversion if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to such conversion. On July 22, 2024, the Reporting Person sold the Notes together with its equity securities in the Issuer as described above.

Remarks: As a result of the forgoing transactions the Reporting Person is no longer subject to the reporting obligations under Section 16(a) of the Securities Exchange Act of 1934.

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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