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                                                                                   
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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 * Liuzza Nicholas Reyland JR	2. Issuer Name and Ticker or Trading Symbol Red Cat Holdings, Inc. [ RCAT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 79 WAPPING ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 9/18/2020
(Street) PORTSMOUTH, RI 02871 (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)	9/18/2020		C		209758	A	$0.65	418591	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
Convertible Note (1)	$0.65	9/18/2020		C		136342		12/17/2019	12/17/2021	Common stock	209758	$0.65	0	D
Convertible Note (2)	$1.00	10/5/2020		P		300000		10/5/2020	10/5/2022	Common stock	300000	$1.00	300000	D
Warrant (2)	$1.50	10/5/2020		P		199998		10/5/2020	10/5/2025	Common stock	199998	$1.50	199998	D

Explanation of Responses:
(1)	Transaction represents conversion of Convertible Note (issued in December 2019) in the principal amount of $125,000 plus accrued interest totaling $11,342 resulting in the issuance of 209,758 shares of common stock.
(2)	Transaction represents issuance of Convertible Note in October 2020 in the principal amount of $300,000 convertible at $1.00 or at 75% of the price of securities sold in a Qualified Offering. The transaction included the issuance of 199,998 warrants to purchase common stock at a price equal to the lower of $1.50 per share or at a 25% discount to the price per share of common stock sold in a Qualified Offering. The conversion of the Convertible Note can't result in ownership of more than 9.99% of the common stock outstanding after such conversion and any conversion shall be so limited.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Liuzza Nicholas Reyland JR 79 WAPPING ROAD PORTSMOUTH, RI 02871	X

Signatures
Nicholas R. Liuzza, Jr.		10/13/2020
**Signature of Reporting Person		Date