Derrickson Ralph C returned 40,000 shares to the company, closing all direct ownership in the company (SEC Form 4)
$BSQR
Business Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [ BSQR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/08/2023 | D | 40,000 | D | (1) | 0(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy)(2) | $1.97 | 12/08/2023 | D | 375,000 | (2) | 03/11/2029 | Common Stock | 375,000 | $0 | 0 | D | ||||
| Stock Option (right to buy)(2) | $1.97 | 12/08/2023 | D | 187,500 | (2) | 03/11/2029 | Common Stock | 187,500 | $0 | 0 | D | ||||
| Performance Stock Unit | (3) | 12/08/2023 | D | 300,000 | (4) | (4) | Common Stock | 300,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. In connection with that certain Agreement and Plan of Merger by and among Bsquare Corporation (the "Company"), Kontron America, Incorporated, and Kontron MergerSub, Inc., dated as of October 11, 2023 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's Common Stock, an amount in cash equal to $1.90 (the "Offer Price"). |
| 2. At the Effective Time (as defined in the Merger Agreement), each Stock Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is more than the Offer Price (each, an "Out of the Money Option"), shall be cancelled without payment of consideration, and all rights with respect to such Out of the Money Option shall terminate as of the Effective Time. |
| 3. Each performance stock unit ("PSU") represented a contingent right to receive one share of Issuer common stock. Vesting was to occur upon the later of (i) the date of achievement of applicable performance milestones, or (ii) the service vesting date, which was to vest as to 25% on January 5, 2022, and as to 6.25% on each of April 5, 2022, July 5, 2022, October 5, 2022, January 5, 2023, April 5, 2023, July 5, 2023, October 5, 2023, January 5, 2024, April 5, 2024, July 5, 2024, October 5, 2024 and January 5, 2025, subject to reporting person's continued employment with Issuer through each such date. |
| 4. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each then outstanding and unvested PSU shall be cancelled without payment of consideration, and all rights with respect to such unvested PSU shall terminate as of the Effective Time. |
| /s/ Ralph C. Derrickson | 12/08/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||