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. 5)*

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 Hyde Park, NY 11042

(212) 453-0028

(Name, address and telephone number of Person

Authorized to Receive Notices and Communications)

July 7, 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 July 8, 2022. This statement amends and supplements the Schedule 13D filed on November 16, 2021, as amended by Amendment No. 1 filed on January 10, 2022, Amendment No. 2 filed on January 19, 2022, Amendment No. 3 filed on April 26, 2022, and Amendment No.4 filed on May 24, 2022 (“Schedule 13D”), as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified.

All initially capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4. Purpose of Transaction

Item 4 of Schedule 13D is hereby amended and restated as follows:

The Reporting Persons have ceased activities to effect election of a majority of directors to the Issuer’s Board of Directors (“Board”) and will vote their shares in accordance with management’s recommendations since the Issuer will increase the size of the Board to ten directors and nominate and appoint to the Board two individuals originally nominated by Greywood Investments. The Reporting Persons may continue to communicate with the Issuer’s Board and management to assist the Issuer in achieving its potential.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

Item 5. Interest in Common Stock of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)  and (b). At present, based on 149,939,193 shares of Common Stock outstanding as reported in the Issuer’s most recent proxy information circular filing: (i) Greywood, Szabo and Preston own an aggregate of 8.3%, which consists of 9,776,894 shares owned by Vantage, 406,160 shares owned by Axion, 55,000 shares owned by Greywood Investments, 590,574 shares owned by Preston Trading, 550,000 shares owned by Preston Kids, 277,852 shares owned by Madison, 758,447 shares owned by Longview, and 50,730 shares owned by Seaview. Based on the above holdings, Vantage, Axion, Greywood Investments, Preston Trading, Preston Kids, Madison, Longview and Seaview beneficially own 6.5%, 0.3%, 0.04%, 0.4%, 0.4%, 0.2%, 0.5% and 0.03%, respectively. Greywood, Szabo and Preston share voting control and dispositive power over the shares held by Vantage, Axion, Greywood Investments, 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 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: