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

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOFF JOHN C 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X John C. Goff 2010 Family Trust 500 COMMERCE ST., SUITE 700 FORT WORTH, TX76102 X Signatures John C. Goff, By: /s/ John C. Goff 03/11/2024 Signature of Reporting Person Date John C. Goff 2010 Family Trust, By: /s/ John C. Goff, John C. Goff, sole trustee 03/11/2024 Signature of Reporting Person Date

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.

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).

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