Brandon Hetzel Form 3 AFC Gamma / Brandon Hetzel 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^*

Hetzel Brandon

(Last)

(First)

(Middle)

525 OKEECHOBEE BLVD.

SUITE 1650

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2023

3. Issuer Name and Ticker or Trading Symbol
AFC Gamma, Inc. [ AFCG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and Treasurer

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)
Common Stock	7,660⁽¹⁾	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)
Stock Option (right to buy)	⁽²⁾	11/18/2027	Common Stock	3,500	15.29	D
Stock Option (right to buy)	⁽³⁾	03/23/2028	Common Stock	7,000	19	D

Explanation of Responses:

1. Represents restricted stock. Each share of restricted stock remains subject to forfeiture in accordance with the terms of the applicable award agreement.

2. Approximately one-third of the shares subject to this option vested on November 18, 2022. The remaining shares subject to this option will vest on November 18 of each of 2023 and 2024.

3. Approximately one-third of the shares subject to this option vested on March 23, 2023. The remaining shares subject to this option will vest on March 23 of each of 2024 and 2025.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Gabriel A. Katz as Attorney-in-Fact	03/23/2023
	** 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.
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.

Brandon Hetzel Form 3AFC Gamma / Brandon Hetzel ownership change