Brian P. Chang - 27 May 2025 Form 4 Insider Report for GAN Ltd (GAN)

Role
CFO
Signature
/s/ Jeffrey H. Kuras, Attorney-in-Fact
Issuer symbol
GAN
Transactions as of
27 May 2025
Transactions value $
-$180,629
Form type
4
Filing time
27 May 2025, 14:07:06 UTC
Previous filing
24 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Chang Brian P CFO C/O GAN LIMITED, 10845 GRIFFITH PEAK DRIVE, SUITE 200, LAS VEGAS, /s/ Jeffrey H. Kuras, Attorney-in-Fact 27 May 2025 0001956739

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GAN Ordinary Shares Disposed to Issuer -$181K -91.7K -100% $1.97 0 27 May 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GAN Restricted Stock Units Disposed to Issuer $0 -2.54K -100% $0.00 0 27 May 2025 Ordinary Shares 2.54K Direct F2, F3
transaction GAN Restricted Stock Units Disposed to Issuer $0 -7.07K -100% $0.00 0 27 May 2025 Ordinary Shares 7.07K Direct F2, F4
transaction GAN Restricted Stock Units Disposed to Issuer $0 -53.6K -100% $0.00 0 27 May 2025 Ordinary Shares 53.6K Direct F2, F5
transaction GAN Restricted Stock Units Disposed to Issuer $0 -33K -100% $0.00 0 27 May 2025 Ordinary Shares 33K Direct F2, F6
transaction GAN Restricted Stock Units Disposed to Issuer $0 -37.9K -100% $0.00 0 27 May 2025 Ordinary Shares 37.9K Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian P. Chang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock unit awards ("RSUs") under GAN's equity incentive plans automatically accelerated in full and such restricted share units converted into the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (a) the product of (i) $1.97 and (ii) the number of ordinary shares subject to such RSU, less (b) any applicable tax withholding.
F3 The RSUs were originally granted on October 31, 2021 and provided for vesting on October 31, 2025.
F4 The RSUs were originally granted on March 11, 2022 and provided for vesting on March 11, 2026.
F5 The RSUs were originally issued on February 2, 2023 and provided for vesting as to 26,785 shares on each of February 2, 2026 and 2027.
F6 The RSUs were originally granted on August 1, 2023 and provided for vesting as to 16,510 shares on each of March 23, 2026 and 2027.
F7 The RSUs were originally granted on July 22, 2024 and provided for vesting as to 18,926 shares on each of March 23, 2026 and 2027.