Sylvia Tiscareno - May 27, 2025 Form 4 Insider Report for GAN Ltd (GAN)

Role
Chief Legal Officer
Signature
/s/ Sylvia Tiscareno
Stock symbol
GAN
Transactions as of
May 27, 2025
Transactions value $
-$409,108
Form type
4
Date filed
5/27/2025, 02:07 PM
Previous filing
Apr 2, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Tiscareno Sylvia Chief Legal Officer C/O GAN LIMITED, 10845 GRIFFITH PEAK DRIVE, SUITE 200, LAS VEGAS, /s/ Sylvia Tiscareno 2025-05-27 0001902306

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GAN Ordinary Shares Disposed to Issuer -$409K -208K -100% $1.97 0 May 27, 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 -19.1K -100% $0.00 0 May 27, 2025 Ordinary Shares 19.1K Direct F2, F3
transaction GAN Restricted Stock Units Disposed to Issuer $0 -60K -100% $0.00 0 May 27, 2025 Ordinary Shares 60K Direct F2, F4
transaction GAN Restricted Stock Units Disposed to Issuer $0 -3.89K -100% $0.00 0 May 27, 2025 Ordinary Shares 3.89K Direct F2, F5
transaction GAN Restricted Stock Units Disposed to Issuer $0 -52.3K -100% $0.00 0 May 27, 2025 Ordinary Shares 52.3K Direct F2, F6
transaction GAN Restricted Stock Units Disposed to Issuer $0 -52.2K -100% $0.00 0 May 27, 2025 Ordinary Shares 52.2K Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sylvia Tiscareno 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 January 25, 2022 and provided for vesting as to one-fourth of the shares on January 25, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.
F4 The RSUs were originally granted on March 23, 2023 and provided for vesting as to 30,000 shares on each of March 23, 2026 and 2027.
F5 The RSUs were originally issued as a replacement grant on April 30, 2023 and provided for vesting on April 1, 2026.
F6 The RSUs were originally granted on August 1, 2023 and provided for vesting as to 26,170 shares on March 23, 2026 and 26,169 shares on March 23, 2027.
F7 The RSUs were originally granted on July 22, 2024 and provided for vesting as to 26,085 shares on each of March 23, 2026 and 2027.