SEC Form SC 13G filed by Gambling.com Group Limited

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Charles Gillespie

  Not applicable

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,086,209. See Item 4.

  SHARED VOTING POWER

  5,086,209

  SOLE DISPOSITIVE POWER

  5,086,209. See Item 4.

  SHARED DISPOSITIVE POWER

  5,086,209

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,086,209. See Item 4.

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  15.1%⁽¹⁾. See Item 4.

  TYPE OF REPORTING PERSON (see instructions)

  IN

Based on 33,806,422 ordinary shares of the Issuer, no par value, issued and outstanding as of December 31, 2021, as provided by the Issuer to the Reporting Person.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

[ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

[ ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership.

Amount beneficially owned: 5,086,209 Ordinary Shares

Percent of class: 15.1% (percentage ownership is calculated based on 33,806,422 Ordinary Shares outstanding as of December 31, 2021).

(i) Sole power to vote or to direct the vote:

(ii)  Shared power to vote or to direct the vote:

(iii)  Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of a Group.

Certification.

Dated: February 11, 2022

Charles Gillespie

/s/ Charles Gillespie