SEC Form 4 filed by Co-Chief Executive Officer Phythian Rob
$SBET
Computer Software: Prepackaged Software
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 |
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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
SharpLink Gaming, Inc. [ SBET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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) | (2) | 03/19/2025 | A | 18,333 | (3) | (3) | Common Stock | 18,333 | (2) | 18,333 | D | ||||
| Restricted Stock Units(1) | (2) | 05/26/2025 | A | 224,987 | (4) | (4) | Common Stock | 224,987 | (2) | 224,987 | D | ||||
| Restricted Stock Units(5) | (2) | 07/24/2025 | A | 156,240 | (6) | (6) | Common Stock | 156,240 | (2) | 156,240 | D | ||||
| Explanation of Responses: |
| 1. These grants were approved by the Board of Directors (the "Board") on March 19, 2025 and May 26, 2025, subject to stockholder approval of an amendment to the SharpLink Gaming, Inc. 2023 Equity Incentive Plan (the "Plan Amendment"), which provides that, an additional 8,000,000 shares of the Company's common stock will be made available pursuant to the Plan Amendment. The stockholders approved the Plan Amendment on July 24, 2025. |
| 2. Each restricted stock unit represents a contingent right to receive one share of SharpLink Gaming, Inc common stock. |
| 3. The restricted stock units shall be fully vested at the close of business on December 31, 2025, subject to the Reporting Person's continued employment with the Issuer as of the vesting date. |
| 4. The restricted stock units shall vest in one-third increments at the close of business on the first three anniversaries of the Issuer's special meeting of stockholders where the Plan Amendment was approved, subject to the Reporting Person's continued employment with the Issuer as of the vesting date. |
| 5. Restricted stock units issued in connection with the new employment agreement entered into on July 24, 2025 by and between the Reporting Person and the Issuer. |
| 6. The restricted stock units shall vest with one-third (1/3) on the first (1st) anniversary of July 24, 2025, and the remaining units vesting in equal quarterly installments thereafter, subject to the Reporting Person's continued employment with the Issuer as of the vesting date. |
| Remarks: |
| Note: 1. On July 24, 2025, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, are not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are excluded from this report. 2. For purposes of Footnote 6 to this Form 4, the grant date, or July 24, 2025, for such restricted stock unit awards means the date that the Company established the vesting terms and the number of shares subject to the grant under the employment agreement; however the Compensation Committee has 30 days to formally approve the grant and register the shares. |
| /s/ Rob Phythian | 07/28/2025 | |
| ** 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. | ||