President, B2C Nesset Endre returned $378,333 worth of Ordinary Shares to the company (192,047 units at $1.97), closing all direct ownership in the company (SEC Form 4)
$GAN
Computer Software: Programming Data Processing
Technology
| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
GAN Ltd [ GAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 05/27/2025 | D(1) | 110,201 | D | $1.97 | 0 | D | |||
| Ordinary Shares | 05/27/2025 | D(1) | 81,846 | D | $1.97 | 0 | I | By Eiketreet OU | ||
|
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 (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) | $0.01 | 05/27/2025 | D(2) | 6,321 | (3) | 03/11/2032 | Ordinary Shares | 6,321 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.01 | 05/27/2025 | D(2) | 35,762 | (4) | 11/12/2032 | Ordinary Shares | 35,762 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.01 | 05/27/2025 | D(2) | 2,000 | (5) | 03/23/2033 | Ordinary Shares | 2,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.01 | 05/27/2025 | D(2) | 8,000 | (6) | 03/23/2033 | Ordinary Shares | 8,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.01 | 05/27/2025 | D(2) | 83,430 | (7) | 08/01/2033 | Ordinary Shares | 83,430 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of November 7, 2023 by and between SEGA Sammy Creation Inc., a Japanese corporation ("SSC") and Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of SSC, and GAN Limited, a Bermuda exempted company limited by shares ("GAN"), each outstanding ordinary share of GAN was converted into the right to receive $1.97 in cash, without interest and less any applicable tax withholding, pursuant to the closing of the Merger on May 27, 2025 of GAN with and into SSC. |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding options to acquire ordinary shares under GAN's equity incentive plans automatically accelerated in full and such options were automatically cancelled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (a) the product of (i) the excess, if any, of $1.97 over the per share exercise price of the option and (ii) the number of ordinary shares issuable upon the exercise in full of such option, less (b) any applicable tax withholding. |
| 3. The options were originally granted to the Reporting Person on March 11, 2022, and provided for vesting as to one-fourth of the shares on March 11, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months. |
| 4. The options were originally granted to the Reporting Person on November 12, 2022, and provided for vesting as to one-fourth of the shares on November 12, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months. |
| 5. The options vested immediately upon grant. |
| 6. The options were originally granted on March 23, 2023 and provided for vesting as to one-fourth of the shares on March 23, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months. |
| 7. The options were originally granted on August 1, 2023 and provided for vesting as to one-fourth of the shares on August 1, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months. |
| /s/ Jeffrey H. Kuras, by Power of Attorney | 05/27/2025 | |
| ** 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. | ||