SEC Form SC 13D/A filed by Enthusiast Gaming Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Enthusiast Gaming Holdings Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

29385B109

(CUSIP Number)

Greywood, LLC

5 Dakota Drive, Suite 210

New York, NY 11042

(212) 453-0028

(Name, address and telephone number of Person

Authorized to Receive Notices and Communications)

January 1, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Statement is filed with respect to the common stock of Enthusiast Gaming Holdings Inc., a British Columbia corporation (the “Issuer”), beneficially owned by the Reporting Persons specified herein as of January 1, 2022. This statement filed by Greywood, LLC amends and supplements the Schedule 13D filed by Vantage Trading, LLC and Marc Preston on November 16, 2021 to reflect the addition of Greywood, LLC and Sasha Szabo as additional reporting persons as of January 1, 2022 and to update the amount of all holdings as of such date.

Item 1. Security and Issuer

Common Stock, no par value per share (the “Common Stock”) of Enthusiast Gaming Holdings Inc., a British Columbia corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 90 Eglinton Avenue East, Suite 805, Toronto, ON, M4P 2Y3, Canada.

Item 2. Identity and Background

(a) – (c). This statement is filed by (i) Greywood, LLC, a Delaware limited liability company (“Greywood”), whose principal office is at 5 Dakota Drive, Suite 210, New York, NY 11042, (ii) Vantage Trading, LLC, a Delaware limited liability company (“Vantage”), whose principal office is at 919 North Market Street, Suite 950, Wilmington, DE 19801, (iii) Sasha Szabo, an individual with a business address at 5 Dakota Drive, Suite 210, New Hyde Park, NY 11042 (“Szabo”), and (iv) Marc Preston, an individual with a business address at 5 Dakota Drive, Suite 210, New Hyde Park, NY 11042 (“Preston”).

Greywood acts as investment manager for Vantage with discretionary authority regarding the voting and disposition of the Common Stock held by Vantage. Szabo and Preston are the managers and controlling beneficial owners of Greywood. Greywood also acts as investment manager with discretionary authority for (i) Axion Group, LLC, a Delaware limited liability company ulimtately beneficially controlled by Preston (“Axion”), (ii) Preston Kids, LLC, a Delaware limited liability company ultimately controlled by Preston (“Preston Kids”), (iii) Preston Trading, LLC, a Delaware limited liability company ultimately controlled by Smadar Preston, wife of Preston (“Preston Trading”), (iv) Madison Capital Partners, LLC, a Delaware limited liability company ulimtately beneficially controlled by Szabo (“Madison”), (v) Longview Partners, LLC, a Delaware limited liability company ulimtately beneficially controlled by Szabo (“Longview”), and (vi) Seaview Partners, LLC, a Delaware limited liability company ulimtately beneficially controlled by Szabo (“Seaview”). Greywood assumed the investment authorities set forth herein effective as of January 1, 2022. Greywood, Szabo and Preston are deemed to beneficially own all the shares of Common Stock held by Vantage, Axion, Preston Kids, Preston Trading, Madison, Longview and Seaview. Szabo, Preston, Axion, Vantage, Preston Kids, Preston Trading, Madison, Longview and Seaview are in the business of managing their own investments. Greywood is in the business of directly or indirectly managing investments, including of Szabo and Preston.

(d) – (e). None of Greywood, Vantage, Szabo, Preston, Axion, Preston Kids, Preston Trading, Madison, Longview, Seaview nor any principal thereof, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Szabo and Preston are each a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The source of funds used for the purchase of the Issuer’s Common Stock in the within-described transaction was the corporate funds of Vantage and Axion and personal funds. The aggregate funds used by Vantage to make the purchase were approximately $16,712,680.52. The aggregate funds used by Axion to make the purchase were approximately $1,320,861. Preston Kids used $1,051,853 of personal funds to acquire the 550,000 shares of Issuer Common Stock owned by Preston Kids, and Preston Trading used $1,232,740 of personal funds to acquire the 590,574 shares of Issuer Common Stock owned by Preston Trading. Madison used $694,000 of personal funds to acquire the 279,850 shares of Issuer Common Stock owned by Madison, Longview used $1,820,000 of personal funds to acquire the 758,447 shares of Issuer Common Stock owned by Longview, and Seaview used $220,000 of personal funds to acquire the 50,730 shares of Issuer Common Stock owned by Seaview.

Item 4. Purpose of Transaction

Vantage, Axion, Preston Kids, Preston Trading, Madison, Longview and Seaview have acquired the Issuer’s Common Stock in open market purchases and in private transactions from affiliated parties, in each case for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.

None of the Reporting Persons (including Greywood, Vantage, Axion, Preston Kids, Preston Trading, Madison, Longview and Seaview) at present, seeks control of the Issuer and the Reporting Persons’ have acquired the Common Stock for investment purposes. In pursuing such investment purposes, the Reporting Persons’ may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as may be deemed advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, its liquidity requirements and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons’ may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Without limiting the foregoing, Greywood has entered into discussions with the Issuer and its management regarding ways to improve upon the current strategies, operations and management of the Issuer.

Each Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to its investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all or part of the Common Stock beneficially owned by them, in the public market or privately negotiated transactions. Each of the Reporting Persons may, at any time, reconsider and change its plans or proposals relating to the foregoing.

Item 5. Interest in Common Stock of the Issuer

(a) and (b). At present, based on 128,385,046 shares of Common Stock outstanding as reported in the Issuer’s most recent interim financial statements: (i) Greywood, Szabo and Preston own an aggregate of 7.0%, which consists of 6,296,835 shares owned by Vantage, 406,160 shares owned by Axion, 590,574 shares owned by Preston Trading, 550,000 shares owned by Preston Kids, 279,850 shares owned by Madison, 758,447 shares owned by Longview, and 50,730 shares owned by Seaview. Based on the above holdings, Vantage, Axion, Preston Trading, Preston Kids, Madison, Longview and Seaview beneficially own 4.9%, 0.3%, 0.5%, 0.4%, 0.2%, 0.6% and 0.04% respectively. Greywood, Szabo and Preston share voting control and dispositive power over the shares held by Vantage, Axion, Preston Kids, Preston Trading, Madison, Longview and Seaview.

(c) The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Common Stock of the Issuer

None of the Reporting Person’s has any understandings, arrangements, relationships or contracts relating to the Issuer’s Common Stock which have not been described above.

Item 7. Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE 1

Transactions of the Reporting Persons Effected

During the Past 60 Days

The following transactions were effected by the Reporting Persons during the past sixty (60) days: