Brian P Chang Form 3 GAN / Brian P Chang ownership change

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^*

Chang Brian P

(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)
11/25/2022

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)
Interim CFO

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)

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Ordinary Shares	10,140	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Ordinary Shares	28,262	⁽²⁾	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted on October 31, 2021 and will vest as to 25% annually on each of the anniversary dates of the award, and will be 100% vested on October 31, 2025.

2. Each RSU represents a contingent right to receive one ordinary share of GAN Limited or the cash equivalent of such share.

3. The RSUs were granted on March 11, 2022 and will vest as to 25% annually on each of the anniversary dates of the award, and will be 100% vested on March 11, 2026.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ Jeffrey H. Kuras, Attorney-in-Fact	12/05/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Brian P Chang Form 3GAN / Brian P Chang ownership change