Robert J. Chamberlain - Dec 8, 2023 Form 4 Insider Report for BSQUARE CORP /WA (BSQR)

Role: Former Director
Signature: /s/ Robert S. Chamberlain
Stock symbol: BSQR
Transactions as of: Dec 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/8/2023, 04:17 PM
Previous filing: Jun 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BSQR	Common Stock	Disposed to Issuer		-145K	-92.65%		11.5K	Dec 8, 2023	Direct	F1, F2
transaction	BSQR	Common Stock	Disposed to Issuer		-11.5K	-100%		0	Dec 8, 2023	Direct	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
transaction	BSQR	Stock Option (right to buy)	Disposed to Issuer	$0	-25K	-100%	$0.00^*	0	Dec 8, 2023	Common Stock	25K	$5.77	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert J. Chamberlain is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	The Merger Agreement provides that, subject to any required withholding taxes, at the Effective Time (as defined in the Merger Agreement), each time-based restricted stock unit with respect to Shares (each a "Company RSU") that is then outstanding and vested will be cancelled and the holder of such Company RSU will be entitled to receive a cash payment equal to the product of (i) the Offer Price and (ii) the number of Shares subject to such Company RSU.
F3	The Merger Agreement provides that at the Effective Time, each then outstanding and unvested Company RSU shall be cancelled without payment of consideration, and all rights with respect to such unvested Company RSU shall terminate as of the Effective Time.
F4	At the Effective Time, 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.