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)
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 See footnote(1)
Common Shares 616,834 I See footnote(2)
Common Shares 41,039 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
Warrant (right to purchase) (4) 06/30/2024 Common Stock 69,622 $6.78(5) I See footnotes(2)
Warrant (right to purchase) (6) 06/30/2024 Common Stock 12,132 $6.29(5) I See footnotes(2)
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*
Goff NextGen Holdings, LLC

(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*
JCG 2016 Holdings, LP

(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*
Goff Family Investments, LP

(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. Shares are held indirectly by John C. Goff through Goff NextGen Holdings, LLC.
2. Shares are held indirectly by John C. Goff through JCG 2016 Holdings, LP.
3. Shares are held indirectly by John C. Goff through Goff Family Investments, LP.
4. The Warrants were granted on June 30, 2022 and are fully vested and exercisable.
5. Exercise price reported in CAD$.
6. The Warrants were granted on December 23, 2022 and 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.
John C. Goff, By: /s/ John C. Goff 01/10/2024
Goff NextGen Holdings, LLC, By: its Manager, Goff Capital, Inc., By: /s/ John C. Goff, John C. Goff, Chief Executive Officer 01/10/2024
JCG 2016 Holdings, LP, By: its General Partner, JCG 2016 Management, LLC, By: /s/ John C. Goff, John C. Goff, Chief Executive Officer 01/10/2024
Goff Family Investments, LP, By: its General Partner, Goff Capital, Inc., By: /s/ John C. Goff, John C. Goff, Chief Executive Officer 01/10/2024
** 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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