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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
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1. Name and Address of Reporting Person*
| 525 OKEECHOBEE BLVD. |
| SUITE 1770 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/31/2022
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3. Issuer Name and Ticker or Trading Symbol
AFC Gamma, Inc.
[ AFCG ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
| No securities are beneficially owned. |
|
/s/ Gabriel A. Katz as Attorney-in-Fact |
02/03/2022 |
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** 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. |
POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
The undersigned hereby constitutes and appoints each of Jordan Saddoris,
Corporate Counsel, and Gabriel A. Katz, Director, Legal, of AFC Gamma, Inc. (the
"Company"), so long as each is employed at the Company, and Jeeho Lee, Randolph
Yiap and Regina Braman, of OMelveny & Myers LLP ("OMM"), outside counsel to the
Company, so long as each is employed at OMM, as her true and lawful
attorney-in-fact and agent (each, an "Attorney-In-Fact"), with full power of
substitution and resubstitution for her and in her name and stead in any and all
capacities, to sign and file for and on her behalf, in respect of any
acquisition, disposition or other change in ownership of any of the securities
of the undersigned, the following:
(i) any Form ID to be filed with the Securities and Exchange Commission (the
"SEC");
(ii) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be
filed with the SEC;
(iii) any Statement of Changes of Beneficial Ownership of Securities on Form 4
to be filed with the SEC;
(iv) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be
filed with the SEC;
(v) any Notice of Proposed Sale of Securities on Form 144 to be filed with the
SEC; and
(vi) any and all agreements, certificates, receipts, or other documents in
connection therewith.
The undersigned hereby gives full power and authority to each
Attorney-In-Fact to seek and obtain as her representative and on her behalf,
information on transactions in the securities of the undersigned from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such third party to release such
information to each Attorney-In-Fact and approves and ratifies any such release
of information.
The undersigned hereby grants unto each Attorney-In-Fact full power and
authority to do and perform each and every act and thing requisite and necessary
in connection with such matters and hereby ratifies and confirms all that any
such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i) neither the Company nor any Attorney-In-Fact assumes (i) any liability for
the undersigneds responsibility to comply with the requirement of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and
(ii) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigneds obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect with respect
to the undersigned until revoked by the undersigned in a signed writing
delivered to each Attorney-In-Fact.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 24th day of January, 2022.
/s/ Marnie M. Sudnow
MARNIE M. SUDNOW
[Signature Page - Power of Attorney]
