Sharplink Gaming Inc.

06/05/2025 | Press release | Distributed by Public on 06/05/2025 19:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lubin Joseph Michael
2. Issuer Name and Ticker or Trading Symbol
SharpLink Gaming, Inc. [SBET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SHARPLINK GAMING, INC., 333 WASHINGTON AVENUE, SUITE 104
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2025
(Street)
MINNEAPOLIS, MN 55402
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/30/2025 A 180,000 A $6.15 180,000 I See Footnote(1)
Common Stock 05/30/2025 A 975,600 A $6.15 975,600 I See Footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants $0.0001 05/30/2025 A 6,354,213 (3) (3) Common Stock 6,354,213 $6.1499 6,354,213 D
Pre-Funded Warrants $0.0001 05/30/2025 A 3,966,340 (3) (3) Common Stock 3,966,340 $6.1499 3,966,340 I See Footnote(1)
Common Stock Purchase Warrant $7.995 05/30/2025 A 691,004 05/30/2025 05/30/2030 Common Stock 691,004 (4) 691,004 I See Footnote(1)
Common Stock Purchase Warrant $6.15 05/30/2025 A 1,382,007 05/30/2025 05/30/2030 Common Stock 1,382,007 (4) 1,382,007 I See Footnote(1)
Common Stock Purchase Warrant $6.765 05/30/2025 A 691,004 05/30/2025 05/30/2030 Common Stock 691,004 (4) 691,004 I See Footnote(1)
Common Stock Purchase Warrant $7.38 05/30/2025 A 691,004 05/30/2025 05/30/2030 Common Stock 691,004 (4) 691,004 I See Footnote(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lubin Joseph Michael
C/O SHARPLINK GAMING, INC.
333 WASHINGTON AVENUE, SUITE 104
MINNEAPOLIS, MN 55402
X

Signatures

/s/ Joseph Lubin 06/05/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The securities are held by Consensys Software, Inc. ("Consensys Software"). The reporting person serves as Chief Executive Officer of Consensys Software, Inc. and may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares held by Consensys Software, Inc.
(2) The securities are held by ConsenSys AG. The reporting person serves as Chief Executive Officer of Consensys AG and may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares held by ConsenSys AG.
(3) Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 30, 2025, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the holder thereof cannot exercise any of the Pre-Funded Warrants to the extent the holder would beneficially own, after any such exercise, more than 9.99% of the outstanding common stock of the Issuer.
(4) Warrants were issued to Consensys Software as compensation for its services under a Strategic Advisor Agreement, dated May 30, 2025, by and between the Issuer and Consensys Software.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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