Endre Nesset - 27 May 2025 Form 4 Insider Report for GAN Ltd (GAN)

Role
President, B2C
Signature
/s/ Jeffrey H. Kuras, by Power of Attorney
Issuer symbol
GAN
Transactions as of
27 May 2025
Net transactions value
-$378,333
Form type
4
Filing time
27 May 2025, 14:07:10 UTC
Previous filing
09 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Nesset Endre President, B2C C/O GAN LIMITED, 10845 GRIFFTH PEAK DRIVE, SUITE 200, LAS VEGAS, /s/ Jeffrey H. Kuras, by Power of Attorney 27 May 2025 0001956794

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GAN Ordinary Shares Disposed to Issuer $217,096 -110,201 -100% $1.97 0 27 May 2025 Direct F1
transaction GAN Ordinary Shares Disposed to Issuer $161,237 -81,846 -100% $1.97 0 27 May 2025 By Eiketreet OU 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 Employee Stock Option (right to buy) Disposed to Issuer $0 -6,321 -100% $0.000000 0 27 May 2025 Ordinary Shares 6,321 $0.0100 Direct F2, F3
transaction GAN Employee Stock Option (right to buy) Disposed to Issuer $0 -35,762 -100% $0.000000 0 27 May 2025 Ordinary Shares 35,762 $0.0100 Direct F2, F4
transaction GAN Employee Stock Option (right to buy) Disposed to Issuer $0 -2,000 -100% $0.000000 0 27 May 2025 Ordinary Shares 2,000 $0.0100 Direct F2, F5
transaction GAN Employee Stock Option (right to buy) Disposed to Issuer $0 -8,000 -100% $0.000000 0 27 May 2025 Ordinary Shares 8,000 $0.0100 Direct F2, F6
transaction GAN Employee Stock Option (right to buy) Disposed to Issuer $0 -83,430 -100% $0.000000 0 27 May 2025 Ordinary Shares 83,430 $0.0100 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Endre Nesset 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 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.
F3 The options were originally granted to the Reporting Person on March 11, 2022, and provided for vesting as to one-fourth of the shares on March 11, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.
F4 The options were originally granted to the Reporting Person on November 12, 2022, and provided for vesting as to one-fourth of the shares on November 12, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.
F5 The options vested immediately upon grant.
F6 The options were originally granted on March 23, 2023 and provided for vesting as to one-fourth of the shares on March 23, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.
F7 The options were originally granted on August 1, 2023 and provided for vesting as to one-fourth of the shares on August 1, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.