Engine Gaming and Media (GAME) Form 3 GameSquare / Paul Hamilton ownership change

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^*

Hamilton Paul

(Last) (First) (Middle)

C/O GAMESQUARE HOLDINGS, INC.

6775 COWBOYS WAY, STE. 1335

(Street)

FRISCO TX 75034

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2024

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

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

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

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(1)	503,003(2)	I	See Footnote(3)

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 Award	(4)	(4)	Common Stock	34,132(2)	0.00	D

Explanation of Responses:

1. On March 7, 2024, GameSquare Holdings, Inc., a Delaware corporation ("GameSquare"), consummated the previously announced merger (the "Closing") with FaZe Holdings Inc., a Delaware corporation ("FaZe"), pursuant to that certain Agreement and Plan of Merger, dated October 19, 2023 (as amended, the "Merger Agreement"), by and among the Company, FaZe and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare ("Merger Sub"). The consummation of the Merger involved (i) prior to the Closing, the continuance of GameSquare from the laws of the Province of British Columbia to the laws of the State of Delaware so as to become a Delaware corporation and (ii) the merger of Merger Sub with and into FaZe, with FaZe continuing as the surviving corporation and wholly owned subsidiary of GameSquare (the "Merger"), as well as the other transactions contemplated in the Merger Agreement.

2. At the effective time of the Merger, each outstanding share of FaZe common stock, par value $0.0001 per share (the "FaZe Common Stock") issued and outstanding immediately prior to the effective time (other than shares held in treasury by FaZe or held directly by GameSquare or Merger Sub (which such shares were cancelled)) was converted into the right to receive 0.13091 (the "Exchange Ratio") of a fully paid non-assessable share of common stock, par value $0.0001 per share, of GameSquare (the "GameSquare Common Stock") and, if applicable, cash in lieu of fraction shares of FaZe Common Stock, subject to applicable withholding.

3. Reflects securities held directly by AEV Esports, LLC. The Reporting Person is the President and Chief Executive Officer of AEV Esports, LLC and may be deemed to share voting and dispositive control over the shares held by AEV Esports, LLC.

4. The Restricted Stock Award, originally granted on November 4, 2022, vests as of the date of a change in control (as such term is defined in the restricted stock agreement) and has become fully vested upon the recent change in control on March 7, 2024.

	/s/Paul Hamilton	03/21/2024
	** 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).
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