4//SEC Filing
Chang Brian P 4
Accession 0001641172-25-012447
CIK 0001799332other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 2:07 PM ET
Size
17.4 KB
Accession
0001641172-25-012447
Insider Transaction Report
Form 4
GAN LtdGAN
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-05-27−7,065→ 0 total→ Ordinary Shares (7,065 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−53,570→ 0 total→ Ordinary Shares (53,570 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−33,020→ 0 total→ Ordinary Shares (33,020 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−37,852→ 0 total→ Ordinary Shares (37,852 underlying) - Disposition to Issuer
Ordinary Shares
2025-05-27$1.97/sh−91,690$180,629→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-05-27−2,535→ 0 total→ Ordinary Shares (2,535 underlying)
Footnotes (7)
- [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.
Documents
Issuer
GAN Ltd
CIK 0001799332
Entity typeother
Related Parties
1- filerCIK 0001956739
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 2:07 PM ET
- Size
- 17.4 KB