4//SEC Filing
Tiscareno Sylvia 4
Accession 0001641172-25-012454
CIK 0001799332other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 2:07 PM ET
Size
17.5 KB
Accession
0001641172-25-012454
Insider Transaction Report
Form 4
GAN LtdGAN
Tiscareno Sylvia
Chief Legal Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-05-27−52,339→ 0 total→ Ordinary Shares (52,339 underlying) - Disposition to Issuer
Ordinary Shares
2025-05-27$1.97/sh−207,669$409,108→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-05-27−60,000→ 0 total→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−3,890→ 0 total→ Ordinary Shares (3,890 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−52,170→ 0 total→ Ordinary Shares (52,170 underlying) - Disposition to Issuer
Restricted Stock Units
2025-05-27−19,133→ 0 total→ Ordinary Shares (19,133 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 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.
Documents
Issuer
GAN Ltd
CIK 0001799332
Entity typeother
Related Parties
1- filerCIK 0001902306
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 2:07 PM ET
- Size
- 17.5 KB