Sec Form 3 Filing - GOFF JOHN C @ GameSquare Holdings, Inc. - 2024-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol GameSquare Holdings, Inc. [ GAME] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 COMMERCE ST., SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 6.78 ( 5 ) ( 4 ) 06/30/2024 Common Stock 69,622 I See footnotes ( 2 ) Warrant (right to purchase) $ 6.29 ( 5 ) ( 6 ) 06/30/2024 Common Stock 12,132 I See footnotes ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOFF JOHN C 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X Goff NextGen Holdings, LLC 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X JCG 2016 Holdings, LP 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X Goff Family Investments, LP 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X Signatures John C. Goff, By: /s/ John C. Goff 01/10/2024 Signature of Reporting Person Date Goff NextGen Holdings, LLC, By: its Manager, Goff Capital, Inc., By: /s/ John C. Goff, John C. Goff, Chief Executive Officer 01/10/2024 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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

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.

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).

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