| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GameSquare Holdings, Inc. [ GAME ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
|||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 03/07/2024 | A(1) | 4,316,546 | A | $1.39 | 5,695,170 | I | By Goff Jones Strategic Partners, LLC(2)(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to purchase) | $1.55 | 03/07/2024 | A(1) | 647,482 | 09/08/2024 | (4)(5) | Common Shares | 647,482 | $0 | 647,482(4)(5) | I | By Goff Jones Strategic Partners, LLC(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Reflects securities of the Issuer acquired by Goff Jones Strategic Partners, LLC pursuant to (i) the Backstop Agreement, dated as of October 19, 2023, by and among GameSquare Holdings, Inc. and Goff Jones Strategic Partners, LLC (f/k/a Goff & Jones Lending Co, LLC) and (ii) the related Subscription Agreement, dated as of March 4, 2024, by and between GameSquare Holdings, Inc. and Goff Jones Strategic Partners, LLC. |
| 2. Includes 4,316,546 shares of the Issuer's common shares held by Goff Jones Strategic Partners, LLC. JCG 2016 Holdings, LP exercises shared voting and dispositive control over the Issuer's securities held by Goff Jones Strategic Partners, LLC and may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. JCG 2016 Management, LLC, as general partner to JCG 2016 Holdings, LP, may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder of JCG 2016 Management, LLC, and consequently, he may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. |
| 3. (Continued from Footnote 2) John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff Jones Strategic Partners, LLC except to the extent of his pecuniary interest therein and this report shall not be an admission that John C. Goff is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purpose. |
| 4. Includes 647,482 warrants held by Goff Jones Strategic Partners, LLC that are exercisable on a one-to-one basis for the Issuer's common shares at a price of $1.55 per share and will expire five years after the initial exercise date. JCG 2016 Holdings, LP exercises shared voting and dispositive control over the Issuer's securities held by Goff Jones Strategic Partners, LLC and may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. JCG 2016 Management, LLC, as general partner to JCG 2016 Holdings, LP, may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. |
| 5. (Continued from Footnote 4) John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder of JCG 2016 Management, LLC, and consequently, he may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners, LLC. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff Jones Strategic Partners, LLC except to the extent of his pecuniary interest therein and this report shall not be an admission that John C. Goff is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| John C. Goff, By: /s/ John C. Goff | 03/11/2024 | |
| John C. Goff 2010 Family Trust, By: /s/ John C. Goff, John C. Goff, sole trustee | 03/11/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
