SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Porter Stuart D

(Last)

(First)

(Middle)

C/O GAMESQUARE HOLDINGS, INC.

6775 COWBOYS WAY, STE. 1335

(Street)

FRISCO

75034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GameSquare Holdings, Inc. [ GAME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2024		A		719,424⁽¹⁾⁽²⁾	A	$1.39	899,357	D
Common Stock								216,666	I	See Footnote⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$1.55	03/07/2024		A		107,914⁽¹⁾⁽²⁾		03/07/2024	03/07/2029	Common Stock	107,914⁽¹⁾⁽²⁾	$1.39	107,914	D

Explanation of Responses:

1. Substantially concurrently with the consummation of the merger of GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare Holdings, Inc., a Delaware corporation ("GameSquare") with and into FaZe Holdings, Inc., a Delaware corporation ("FaZe"), with FaZe continuing as the surviving corporation and wholly owned subsidiary of GameSquare, the Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the Company issued to the PIPE Investors an aggregate of 7,194,244 units at purchase price per unit of $1.39 (the "PIPE Financing"), for aggregate gross proceeds of $10.0 million.

2. (Continuation of Footnote 1) Each unit consists of one share of GameSquare Common Stock and a warrant to purchase 0.15 shares of GameSquare Common Stock. As a result, in connection with the PIPE Financing, the Company issued an aggregate of 7,194,224 shares of GameSquare Common Stock and warrants to purchase up to 1,079,136 shares of GameSquare Common Stock (the "PIPE Warrants"). Each whole Pipe Warrant is exercisable for one share of GameSquare Common Stock at an exercise price of $1.55 per share for a period of five years. As one of the PIPE Investors, Stuart D. Porter acquired 719,424 shares of the Issuer's Common Stock for $1.39 per share and 107,914 fully vested and exercisable warrants with a term of five years.

3. Shares are held indirectly by Stuart Porter through Three Curve Capital LP.

	/s/ Stuart D. Porter	03/12/2024
	** 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 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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