Stuart D. Porter - 07 Mar 2024 Form 4 Insider Report for GameSquare Holdings, Inc. (GAME)

Role
Director
Signature
/s/ Stuart D. Porter
Issuer symbol
GAME
Transactions as of
07 Mar 2024
Net transactions value
+$1,150,000
Form type
4
Filing time
12 Mar 2024, 16:00:32 UTC
Previous filing
05 Jan 2024
Next filing
13 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GAME Common Stock Award $999,999 +719,424 +400% $1.39 899,357 07 Mar 2024 Direct F1, F2
holding GAME Common Stock 216,666 07 Mar 2024 See Footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GAME Warrants (right to buy) Award $150,000 +107,914 $1.39 107,914 07 Mar 2024 Common Stock 107,914 $1.55 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Substantially concurrently with the consummation of the merger of GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare Holdings, Inc., a Delaware corporation ("GameSquare") with and into FaZe Holdings, Inc., a Delaware corporation ("FaZe"), with FaZe continuing as the surviving corporation and wholly owned subsidiary of GameSquare, the Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the Company issued to the PIPE Investors an aggregate of 7,194,244 units at purchase price per unit of $1.39 (the "PIPE Financing"), for aggregate gross proceeds of $10.0 million.
F2 (Continuation of Footnote 1) Each unit consists of one share of GameSquare Common Stock and a warrant to purchase 0.15 shares of GameSquare Common Stock. As a result, in connection with the PIPE Financing, the Company issued an aggregate of 7,194,224 shares of GameSquare Common Stock and warrants to purchase up to 1,079,136 shares of GameSquare Common Stock (the "PIPE Warrants"). Each whole Pipe Warrant is exercisable for one share of GameSquare Common Stock at an exercise price of $1.55 per share for a period of five years. As one of the PIPE Investors, Stuart D. Porter acquired 719,424 shares of the Issuer's Common Stock for $1.39 per share and 107,914 fully vested and exercisable warrants with a term of five years.
F3 Shares are held indirectly by Stuart Porter through Three Curve Capital LP.