Sec Form 3 Filing - Porter Stuart D @ 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 Porter Stuart D 2. Issuer Name and Ticker or Trading Symbol GameSquare Holdings, Inc. [ GAME] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GAMESQUARE HOLDINGS, INC., 6775 COWBOYS WAY, STE. 1335 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) FRISCO, TX75034 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 179,933 D Common Shares 216,666 ( 1 ) I See footnote ( 1 )

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 Restricted Stock Units ( 2 ) ( 2 ) ( 2 ) Common Stock 2,929 D Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 5,384 D Stock Options (right to purchase) $ 2.6 ( 4 ) 12/01/2027 Common Stock 15,937 D Stock Options (right to purchase) $ 5.4 ( 5 ) 03/31/2028 Common Stock 3,750 D Warrant (right to purchase) $ 60 ( 6 ) 01/08/2024 Common Stock 150,000 I See footnote ( 1 ) Warrant (right to purchase) $ 60 ( 6 ) 01/08/2024 Common Stock 8,333 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Porter Stuart D C/O GAMESQUARE HOLDINGS, INC. 6775 COWBOYS WAY, STE. 1335 FRISCO, TX75034 X Signatures /s/ Stuart Porter 01/05/2024 Signature of Reporting Person Date

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

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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