SCHEDULE 13D/A: Goff Family Entities Update Stake in GameSquare Holdings Following Share Dilution
Beneficial Ownership Update
An amendment to a Schedule 13D filing reveals a decrease in the beneficial ownership percentage of GameSquare Holdings, Inc. by John C. Goff and related entities, primarily due to an increase in the issuer's outstanding common shares.
Summary
- John C. Goff and affiliated entities, including John C. Goff 2010 Family Trust, Goff Capital, Inc., Goff Family Investments, LP, JCG 2016 Management, LLC, JCG 2016 Holdings, LP, and Goff Jones Strategic Partners, LLC, collectively reported a decrease in their beneficial ownership percentage in GameSquare Holdings, Inc.
- The decrease in percentage ownership is attributed to a change in the total number of outstanding Common Shares of GameSquare Holdings, Inc., as reported by the Issuer in its Registration Statement on Form S-3 filed on March 4, 2025.
- As of March 4, 2025, GameSquare Holdings, Inc. had 37,693,228 Common Shares outstanding.
- John C. Goff and the John C. Goff 2010 Family Trust each beneficially own 6,342,653 Common Shares, representing 16.5% of the class.
- Travis Goff beneficially owns 187,135 Common Shares, including options and warrants, representing approximately 0.5% of the class on an as-converted basis.
- JCG 2016 Holdings, LP is the record holder of 1,157,397 Common Shares (approximately 3.1%).
- Goff Family Investments, LP is the record holder of 221,227 Common Shares (approximately 0.6%).
- Goff Jones Strategic Partners, LLC is the record holder of 4,316,547 Common Shares and 647,482 warrants, representing approximately 12.9% of the class.
Sentiment
Score: 5
Explanation: Neutral, as this is a factual disclosure of changes in beneficial ownership percentages due to an increase in outstanding shares, rather than a performance update.
Future Outlook
This document does not provide forward-looking statements or guidance regarding the company's future operations or financial performance.
Industry Context
This filing is a routine disclosure of changes in significant beneficial ownership, a common occurrence in publicly traded companies, especially following events that alter the total outstanding share count, such as capital raises or stock-based compensation issuances.
Related Party Transactions
- The filing details beneficial ownership by various entities and individuals (John C. Goff, Travis Goff, Goff Family Trust, Goff Capital, Goff Family Investments, JCG 2016 Management, JCG 2016 Holdings, Goff Jones Strategic Partners) that are related through family ties and corporate structures, indicating a coordinated ownership group.
Stakeholder Impact
- Shareholders: The increase in outstanding shares, which led to the decrease in percentage ownership for the reporting persons, implies dilution for existing shareholders. This filing clarifies the updated ownership structure of a significant shareholder group.
Key Dates
| Date | Description |
|---|---|
| 03/04/2025 | Date of event requiring the filing of this statement; also the date GameSquare Holdings, Inc. filed its Registration Statement on Form S-3 reporting the change in outstanding Common Shares. |
| 03/14/2025 | Date of signing for Amendment No. 4 to Schedule 13D. |
| 04/20/2023 | Original Schedule 13D filing date. |
| 10/23/2023 | Amendment No. 1 to Original Schedule 13D filing date. |
| 03/11/2024 | Amendment No. 2 to Original Schedule 13D filing date. |
| 08/30/2024 | Amendment No. 3 to Original Schedule 13D filing date. |
Keywords
GameSquare Holdings, SEC filing, Schedule 13D, beneficial ownership, common shares, John C. Goff, Travis Goff, equity, investor relations
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