President, B2B Gardali Giuseppe converted options into 38,088 units of Ordinary Shares and covered exercise/tax liability with 17,902 units of Ordinary Shares, increasing direct ownership by 32% to 82,507 units (SEC Form 4)
$GAN
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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
GAN Ltd [ GAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 03/23/2025 | M | 19,653 | A | (1) | 81,974 | D | |||
| Ordinary Shares | 03/23/2025 | M | 10,510 | A | (1) | 92,484 | D | |||
| Ordinary Shares | 03/23/2025 | M | 7,925 | A | (1) | 100,409 | D | |||
| Ordinary Shares | 03/23/2025 | F(2) | 17,902 | D | $1.78 | 82,507 | 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 | ||||||||
| Restricted Stock Units | (1) | 03/23/2025 | M | 19,653 | (3) | (3) | Ordinary Shares | 19,653 | $0 | 39,306 | D | ||||
| Restricted Stock Units | (1) | 03/23/2025 | M | 10,510 | (4) | (4) | Ordinary Shares | 10,510 | $0 | 21,018 | D | ||||
| Restricted Stock Units | (1) | 03/23/2025 | M | 7,925 | (5) | (5) | Ordinary Shares | 7,925 | $0 | 15,850 | D | ||||
| Explanation of Responses: |
| 1. The transaction relates to the settlement of restricted stock units ("RSUs") into GAN Limited ordinary shares on March 23, 2025. |
| 2. Represents ordinary shares withheld by the Issuer as payment of tax withholdings due upon vesting of RSUs. |
| 3. The RSUs were originally granted on March 23, 2023 and settled as to one-fourth of the shares on each of March 23, 2024 and 2025. The remaining RSUs will vest as to 25% annually on each of the anniversary dates of the award, and will be 100% vested on March 23, 2027. |
| 4. The RSUs were originally granted on August 1, 2023 and settled as to one-fourth of the shares on each of March 23, 2024 and 2025. The remaining RSUs will vest as to 25% annually on each of March 23, 2026, and 2027, and will be 100% vested on March 23, 2027. |
| 5. The RSUs were originally granted on July 22, 2024, and settled as to 7,925 shares immediately upon granting, and 7,925 shares on March 23, 2025. 7,925 shares will vest on each of March 23, 2026, and 2027. |
| /s/ Jeffrey H. Kuras, Attorney-in-Fact | 03/24/2025 | |
| ** 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. | ||