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*
Clemes Benjamin Michael

(Last) (First) (Middle)
400 SOUTH 4TH STREET, SUITE 500-#390

(Street)
LAS VEGAS NV 89101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2024
3. Issuer Name and Ticker or Trading Symbol
High Roller Technologies, Inc. [ ROLR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 55,103 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock 30,405 (2) D
Restricted Stock Units (3) (3) Common Stock 60,812 (2) D
Explanation of Responses:
1. 10,135 RSUs vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.
2. Each Restricted Stock Unit is the equivalent of one share of common stock of High Roller Technologies. Inc.
3. 30,406 vest upon the Company generating specified net gaming revenue targets for the year ending December 31, 2024, and 30,406 vest upon the Company generating specified net gaming revenue targets for the year ending December 31, 2025.
/s/ Ben Clemes 10/23/2024
** 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 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.

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