Sec Form 3 Filing - TANNENBAUM LEONARD M @ AFC Gamma, Inc. - 2021-03-18

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 TANNENBAUM LEONARD M 2. Issuer Name and Ticker or Trading Symbol AFC Gamma, Inc. [ AFCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 525 OKEECHOBEE BLVD., SUITE 1770 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2021 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 3,342,500 ( 1 ) D

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 Stock Option (right to buy) $ 15.29 ( 2 ) 11/18/2027 Common Stock 105,980 ( 1 ) D Stock Option (right to buy) $ 14.71 ( 3 ) 08/29/2027 Common Stock 670,978 ( 1 ) D Stock Option (right to buy) $ 14.71 ( 3 ) 08/29/2027 Common Stock 20,160 ( 1 ) ( 4 ) I by spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANNENBAUM LEONARD M 525 OKEECHOBEE BLVD., SUITE 1770 WEST PALM BEACH, FL33401 X X Chief Executive Officer Signatures /s/ Regina Braman, attorney-in-fact for Leonard Tannenbaum 03/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Share numbers give effect to the seven-for-one stock split of each share of the Issuer's Common Stock, which occurred on January 25, 2021. ( 2 )The shares subject to this option fully vested on November 18, 2020 and become exercisable upon the earlier of a "Change in Control Event" or "Public Offering Date" (as such terms are defined in the AFC Gamma, Inc. Stock Incentive Plan). ( 3 )The shares subject to this option fully vested on August 12, 2020 and become exercisable upon the earlier of a "Change in Control Event" or "Public Offering Date" (as such terms are defined in the AFC Gamma, Inc. Stock Incentive Plan). ( 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 the securities for purposes of Section 16 or for any other purpose.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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 4(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).

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