SEC FORM 3

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^*

Porter Stuart D

(Last)

(First)

(Middle)

C/O GAMESQUARE HOLDINGS, INC.

6775 COWBOYS WAY, STE. 1335

(Street)

FRISCO

75034

(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)

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 Shares	179,933	D
Common Shares	216,666⁽¹⁾	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	2,929	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	5,384	⁽³⁾	D
Stock Options (right to purchase)	⁽⁴⁾	12/01/2027	Common Stock	15,937	$2.6	D
Stock Options (right to purchase)	⁽⁵⁾	03/31/2028	Common Stock	3,750	$5.4	D
Warrant (right to purchase)	⁽⁶⁾	01/08/2024	Common Stock	150,000	$60	I	See footnote⁽¹⁾
Warrant (right to purchase)	⁽⁶⁾	01/08/2024	Common Stock	8,333	$60	I	See footnote⁽¹⁾

Explanation of Responses:

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

2. Reflects the grant on July 15, 2022 of 2,929 restricted share units which will convert into one share of Issuer's Common Stock, and which shall not vest before the date that is one year following the grant date.

3. Reflects the grant on December 2, 2022 of 5,384 restricted share units which will convert into one share of Issuer's Common Stock, and which shall not vest before the date that is one year following the grant date.

4. The Stock Options were granted on December 2, 2022 and are fully vested.

5. The Stock Options were granted on April 3, 2023 and are fully vested.

6. The Warrants are fully vested and exercisable.

Remarks:

As the Company no longer qualifies as a foreign private issuer, effective January 1, 2024, the Company's officers, directors, and principal shareholders are subject to Section 16 of the Securities Exchange Act of 1934 ("Exchange Act"). Previously, the Company determined that it qualified as a foreign private issuer under the Exchange Act. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Stuart Porter	01/05/2024
	** 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).
** 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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