Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Evans Allan Thomas	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) COO, Red Cat Holdings, Inc.
(Last)          (First)          (Middle) 15 AVENIDA MUNOZ RIVERA, SUITE 2200	3. Date of Earliest Transaction (MM/DD/YYYY) 4/25/2022
(Street) SAN JUAN, PR 00909 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	4/25/2022		F		125000	D	$2.22	1383573	D
Common Stock (2)	4/30/2022		F		6123	D	$2.03	1377450	D
Common Stock (3)	5/31/2022		F		12373	D	$2.07	1365077	D
Common Stock (4)	6/30/2022		F		10364	D	$2.04	1354713	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	Represents vested restricted stock units, of which 44,188 were withheld to cover tax withholding obligations and 80,812 were withheld to repay a loan obligation.
(2)	Represents vested restricted stock units, of which 3,123 were withheld to cover tax withholding obligations and 3,000 were withheld to repay a loan obligation.
(3)	Represents vested restricted stock units, of which 9,373 were withheld to cover tax withholding obligations and 3,000 were withheld to repay a loan obligation.
(4)	Represents vested restricted stock units, of which 7,364 were withheld to cover tax withholding obligations and 3,000 were withheld to repay a loan obligation.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Evans Allan Thomas 15 AVENIDA MUNOZ RIVERA SUITE 2200 SAN JUAN, PR 00909			COO, Red Cat Holdings, Inc.

Signatures
/s/ Allan Thomas Evans		7/27/2022
**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 control number.