4//SEC Filing
MCGILL SEAMUS M 4
Accession 0001641172-25-012451
CIK 0001799332other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 2:07 PM ET
Size
11.1 KB
Accession
0001641172-25-012451
Insider Transaction Report
Form 4
GAN LtdGAN
MCGILL SEAMUS M
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares
2025-05-27$1.97/sh−144,256$284,184→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-05-27−206,250→ 0 total→ Ordinary Shares (206,250 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-27−50,000→ 0 totalExercise: $1.06Exp: 2027-08-24→ Ordinary Shares (50,000 underlying)
Footnotes (5)
- [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 5, 2023 and provided for vesting as to 68,750 shares on each of October 5, 2025, 2026, and 2027.
- [F4]Pursuant to the Merger Agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding options to acquire ordinary shares under GAN's equity incentive plans automatically accelerated in full and such options were automatically cancelled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (a) the product of (i) the excess, if any, of $1.97 over the per share exercise price of the option and (ii) the number of ordinary shares issuable upon the exercise in full of such option, less (b) any applicable tax withholding.
- [F5]The option was immediately exercisable.
Documents
Issuer
GAN Ltd
CIK 0001799332
Entity typeother
Related Parties
1- filerCIK 0001210280
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 2:07 PM ET
- Size
- 11.1 KB