Sec Form 3 Filing - Nigro Todd Anthony @ GBank Financial Holdings Inc. - 2025-04-29-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nigro Todd Anthony
2. Issuer Name and Ticker or Trading Symbol
GBank Financial Holdings Inc. [ GBFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Secretary
(Last) (First) (Middle)
9115 WEST RUSSELL ROAD, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
04/29-05:00/2025
(Street)
LAS VEGAS, NV89148
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,981 D
Common Stock 280,694 I By EVOL Capital Holdings, LLC ( 1 )
Common Stock 12,880 ( 2 ) I By Trust for the benefit of Reporting Person's minor daughter
Common Stock 12,880 ( 3 ) I By Trust for the benefit of Reporting Person's minor daughter
Common Stock 12,880 ( 4 ) I By Trust for the benefit of Reporting Person's minor son
Common Stock 12,880 ( 5 ) I By Trust for the benefit of Reporting Person's adult son
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Grant $ 6.15 ( 6 ) ( 6 ) Common Stock 2,000 I By EVOL Capital Holdings LLC
Restricted Stock Grant $ 9.95 ( 7 ) ( 7 ) Common Stock 1,000 I By EVOL Capital Holdings LLC
Restricted Stock Grant $ 9.7 ( 8 ) ( 8 ) Common Stock 900 D
Restricted Stock Grant $ 13.5 ( 9 ) ( 9 ) Common Stock 1,800 D
Restricted Stock Grant $ 21.95 ( 10 ) ( 10 ) Common Stock 16,667 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nigro Todd Anthony
9115 WEST RUSSELL ROAD
SUITE 110
LAS VEGAS, NV89148
X Secretary
EVOL Capital Holdings LLC
9115 WEST RUSSELL ROAD
SUITE 110
LAS VEGAS, NV89148
Secretary
Signatures
/s/ Todd A. Nigro 05/02-05:00/2025
Signature of Reporting Person Date
/s/ Todd A. Nigro, Manager EVOL Capital Holdings LLC 05/02-05:00/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person disclaims beneficial ownership of the securities owned by EVOL Capital Holdings LLC, a Nevada limited liability company 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 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 4 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 5 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )The restricted stock grant was issued on October 7, 2024 and will vest in three (3) equal annual installments. The grants will be issued on October 7, 2025, 2026 and 2027.

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