Sec Form 3 Filing - Hamilton Paul @ GameSquare Holdings, Inc. - 2024-03-07

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 Hamilton Paul 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) 03/07/2024 (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 Stock ( 1 ) 503,003 ( 2 ) 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 Restricted Stock Award $ 0 ( 4 ) ( 4 ) Common Stock 34,132 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hamilton Paul C/O GAMESQUARE HOLDINGS, INC. 6775 COWBOYS WAY, STE. 1335 FRISCO, TX75034 X Signatures /s/Paul Hamilton 03/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 7, 2024, GameSquare Holdings, Inc., a Delaware corporation ("GameSquare"), consummated the previously announced merger (the "Closing") with FaZe Holdings Inc., a Delaware corporation ("FaZe"), pursuant to that certain Agreement and Plan of Merger, dated October 19, 2023 (as amended, the "Merger Agreement"), by and among the Company, FaZe and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare ("Merger Sub"). The consummation of the Merger involved (i) prior to the Closing, the continuance of GameSquare from the laws of the Province of British Columbia to the laws of the State of Delaware so as to become a Delaware corporation and (ii) the merger of Merger Sub with and into FaZe, with FaZe continuing as the surviving corporation and wholly owned subsidiary of GameSquare (the "Merger"), as well as the other transactions contemplated in the Merger Agreement. ( 2 )At the effective time of the Merger, each outstanding share of FaZe common stock, par value $0.0001 per share (the "FaZe Common Stock") issued and outstanding immediately prior to the effective time (other than shares held in treasury by FaZe or held directly by GameSquare or Merger Sub (which such shares were cancelled)) was converted into the right to receive 0.13091 (the "Exchange Ratio") of a fully paid non-assessable share of common stock, par value $0.0001 per share, of GameSquare (the "GameSquare Common Stock") and, if applicable, cash in lieu of fraction shares of FaZe Common Stock, subject to applicable withholding. ( 3 )Reflects securities held directly by AEV Esports, LLC. The Reporting Person is the President and Chief Executive Officer of AEV Esports, LLC and may be deemed to share voting and dispositive control over the shares held by AEV Esports, LLC. ( 4 )The Restricted Stock Award, originally granted on November 4, 2022, vests as of the date of a change in control (as such term is defined in the restricted stock agreement) and has become fully vested upon the recent change in control on March 7, 2024.

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