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* GOFF JOHN C (Last) (First) (Middle) 500 COMMERCE ST., SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2024	3. Issuer Name and Ticker or Trading Symbol GameSquare Holdings, Inc. [ GAME ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/10/2024
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 Shares	720,751	I	By Goff NextGen Holdings, LLC(1)(2)
Common Shares	616,834	I	By JCG 2016 Holdings, LP(1)(3)
Common Shares	41,039	I	By Goff Family Investments, LP(1)(4)

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
Warrant (right to purchase)	(5)	06/30/2024	Common Shares	69,622	$6.78(6)	I	By JCG 2016 Holdings, LP(1)(3)
Warrant (right to purchase)	(7)	06/30/2024	Common Shares	12,132	$6.29(6)	I	By JCG 2016 Holdings, LP(1)(3)

1. Name and Address of Reporting Person* GOFF JOHN C (Last) (First) (Middle) 500 COMMERCE ST., SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* John C. Goff 2010 Family Trust (Last) (First) (Middle) 500 COMMERCE ST., SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3/A is being filed to amend the Form 3 filed on January 10, 2024 to change the information provided under column 4 of Table I and column 6 of Table II and add John C. Goff 2010 Family Trust as a Reporting Person on this Form 3/A.

2. Includes securities of the Issuer held by Goff NextGen Holdings, LLC. Goff Capital, Inc. as manager of Goff NextGen Holdings, LLC, may be deemed to beneficially own the securities held of record by Goff NextGen Holdings, LLC. John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder of Goff Capital, Inc., and consequently, John C. Goff may be deemed to beneficially own the securities held of record by Goff NextGen Holdings, LLC. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff NextGen Holdings, 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.

3. Includes securities of the Issuer held by JCG 2016 Holdings, LP. JCG 2016 Management, LLC, as general partner to JCG 2016 Holdings, LP, may be deemed to beneficially own the securities held of record by JCG 2016 Holdings, LP. 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 JCG 2016 Holdings, LP. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by JCG 2016 Holdings, LP 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.

4. Includes securities of the Issuer held by Goff Family Investments, LP. Goff Capital, Inc. as general partner to Goff Family Investments, LP, may be deemed to beneficially own the securities held of record by Goff Family Investments, LP. John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder of Goff Capital, Inc., and consequently, John C. Goff may be deemed to beneficially own the securities held of record by Goff Family Investments, LP. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff Family Investments, LP 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.

5. The Warrants were granted on June 30, 2022 and are fully vested and exercisable.

6. Exercise price reported in CAD$.

7. The Warrants were granted on December 23, 2022 and are fully vested and exercisable.

	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 5 (b)(v).
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