| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/29/2025 |
3. Issuer Name and Ticker or Trading Symbol
GBank Financial Holdings Inc. [ GBFH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 69,442 | D | |
| Common Stock | 255,576 | I | By revocable grantor trust |
| Common Stock | 15,900 | I | By 2000 Universal Holdings, LLC(1) |
| Common Stock | 653,869 | I | By 1990 Sovereign Holdings, LLC(2) |
| Common Stock | 80,000 | I | By GBank 401K PSP & Trust FBO Edward Nigro |
| Common Stock | 83,500 | I | By GBank ROTH 401k PSP & Trust FBO Edward Nigro |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Grant | (3) | (3) | Common Stock | 6,500 | $6.15 | I | By revocable grantor trust |
| Restricted Stock Grant | (4) | (4) | Common Stock | 5,700 | $9.95 | I | By revocable grantor trust |
| Restricted Stock Grant | (5) | (5) | Common Stock | 4,500 | $9.7 | D | |
| Restricted Stock Grant | (6) | (6) | Common Stock | 50,000 | $13.5 | D | |
| Restricted Stock Grant | (7) | (7) | Common Stock | 16,667 | $21.95 | D | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares are owned by 2000 Universal Holdings, LLC, a Nevada limited liabiity company of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the securities owned by this entity except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. Shares are owned by the 1990 Sovereign Holdings, LLC, a Nevada limited liability company of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the securities owned by this entity except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. The restricted stock grant was issued on December 18, 2020 and vests in five (5) equal annual installments. The four grants were issued on December 18, 2021, 2022, 2023 and 2024 and the remaining grant will be issued on December 18, 2025. |
| 4. The restricted stock grant was issued on October 12, 2021 and vests in five (5) equal annual installments. The first three grants were issued on October 12, 2022, 2023 and 2024 and the remaining two grants will be issued on October 12, 2025 and 2026. |
| 5. The restricted stock grant was issued on October 10, 2022 and vests in three (3) equal annual installments. The first two grants were issued on October 10, 2023 and 2024 and the last grant will be issued on October 10, 2025. |
| 6. The restricted stock grant was issued on October 25, 2023 and will vest in three (3) equal annual installments. The first grant was issued on October 25, 2024 and the next two grants will be issued on October 25, 2025 and 2026. |
| 7. The restricted stock grant was issued on October 7, 2024 and will vest in full on October 7, 2027. |
| Remarks: |
| /s/ Edward M. Nigro | 05/02/2025 | |
| /s/ Edward M. Nigro, Manager 2000 Universal Holdings, LLC, a Nevada limited liability company | 05/02/2025 | |
| /s/ Edward M. Nigro, Manager 1990 Sovereign Holdings, LLC, a Nevada limited liability company | 05/02/2025 | |
| ** 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. | ||