SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gardali Giuseppe

(Last)

(First)

(Middle)

C/O GAN LIMITED

400 SPECTRUM CENTER DRIVE SUITE 1900

(Street)

IRVINE,

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2023

3. Issuer Name and Ticker or Trading Symbol
GAN Ltd [ GAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, B2B

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	41,075	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	10/10/2029	Ordinary Shares	93,750	$3.6623	D
Employee Stock Option (right to buy)	⁽²⁾	07/11/2030	Ordinary Shares	35,000	$25.69	D
Employee Stock Option (right to buy)	⁽²⁾	02/26/2031	Ordinary Shares	22,500	$25.33	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Ordinary Shares	24,127	$0	D

Explanation of Responses:

1. The option was granted on October 10, 2019, and is fully vested.

2. The option to purchase 35,000 shares was granted on July 11, 2020 and the option to purchase 22,500 shares was granted on February 26, 2021. 25% of the shares of Common Stock underlying the stock options vest on the one year anniversary of the grant date. The remaining 75% of the shares of Common Stock underlying the stock options vest and become exercisable in equal monthly installments over the next 36 months.

3. The RSU's were originally granted on March 11, 2022 and vest 25% on each of the first four anniversaries of the grant date.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ Jeffrey H. Kuras, Attorney-in-Fact	03/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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