| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
High Roller Technologies, Inc. [ ROLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/23/2024 | P | 31,250 | A | $8 | 31,250 | D | |||
| Common Stock | 2,588,395(1) | I | See footnote(1) | |||||||
| Common Stock | 731,388(2) | I | See footnote(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Warrant (right to buy) | $2.37 | 06/30/2022 | 06/30/2027 | Common Stock | 39,172 | 39,172(2) | I | See footnote(2) | |||||||
| Explanation of Responses: |
| 1. Includes joint beneficial ownership by Michael Cribari, Brandon Eachus and Jeffrey Smith of 2,588,395 shares of common stock of the Issuer held by Cascadia Holdings Limited ("Cascadia") previously reported on Form 3 filed with the Commission on October 23, 2024. |
| 2. Include indirect joint beneficial ownership of 731,388 shares of common stock held by Spike Up Media A.B. ("Spike Up AB") and 39,172 shares of common stock issuable upon exercise of a warrant of the Issuer held by Spike Up Media LLC ("Spike Up LLC") previously reported on Form 3 filed with the Commission on October 23, 2024. Spike Up LLC is a wholly owned indirect subsidiary of and Spike Up A.B. is a wholly owned subsidiary of Ellmount Interactive A. B. ("Interactive"), respectively. Cascadia and OEH Invest AB own 66.9% and 33.1% of Interactive, respectively. Michael Cribari, Brandon Eachus, and Jeffrey Smith as owners of Cascadia have the voting and dispositive authority over the shares of Issuer held by Cascadia and together with OEH, may be deemed to have joint voting and joint dispositive power over the securities of the Issuer beneficially held by Interactive. |
| /s/ Brandon Eachus | 10/25/2024 | |
| ** 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 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). | ||
| 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. | ||
