Nick Lewin - Mar 7, 2024 Form 3 Insider Report for GameSquare Holdings, Inc. (GAME)

Role
Director
Signature
/s/ Nick Lewin
Stock symbol
GAME
Transactions as of
Mar 7, 2024
Transactions value $
$0
Form type
3
Date filed
3/21/2024, 05:57 PM
Previous filing
Feb 26, 2024
Next filing
Aug 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GAME Common Stock 95.7K Mar 7, 2024 See Footnote F1, F2, F3
holding GAME Common Stock 67.9K Mar 7, 2024 See Footnote F1, F2, 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
holding GAME Restricted Stock Award Mar 7, 2024 Common Stock 34.1K $0.00 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Includes (i) 95,668 shares held by CPH Phase II SPV LP and (ii) 67,943 shares held by CPH Phase III SPV LP. CPH Holdings VII, LLC was the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin had sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and, therefore, may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein. The business address of CPH Phase II SPV LP and CPH Phase III SPV LP is 1230 Montana Avenue, Suite 201, Santa Monica, CA 90403.
F4 The Restricted Stock Award, originally granted on November 4, 2022 with immediate exercisability, 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.