Bernee Dl Strom - Dec 8, 2023 Form 4 Insider Report for BSQUARE CORP /WA (BSQR)

Role
Former Director
Signature
/s/ Bernee D.L. Strom
Stock symbol
BSQR
Transactions as of
Dec 8, 2023
Transactions value $
$35,000
Form type
4
Date filed
12/8/2023, 04:20 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 -17.8K -60.72% 11.5K Dec 8, 2023 Direct F1, F2
transaction BSQR Common Stock Disposed to Issuer -11.5K -100% 0 Dec 8, 2023 Direct F3
transaction BSQR Common Stock Options Exercise $35K +25K $1.40 25K Dec 8, 2023 Direct
transaction BSQR Common Stock Disposed to Issuer -25K -100% 0 Dec 8, 2023 Direct F4

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) Options Exercise $0 -25K -100% $0.00* 0 Dec 8, 2023 Common Stock 25K $1.40 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bernee Dl Strom 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 The Merger Agreement provides that, at the Effective Time, subject to any required withholding taxes, each compensatory option to purchase Shares (a "Company Option") that is then outstanding and unexercised whether or not vested, and has a per Share exercise price that is less than the Offer Price (each, an "In the Money Option"), will be cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such In the Money Option, (ii) multiplied by the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.