Richard Alan Karp - 08 Dec 2023 Form 4 Insider Report for BSQUARE CORP /WA

Role
Former Director
Signature
/s/ Richard Alan Karp
Issuer symbol
N/A
Transactions as of
08 Dec 2023
Net transactions value
$0
Form type
4
Filing time
08 Dec 2023, 16:23:38 UTC
Previous filing
20 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BSQR Common Stock Disposed to Issuer -8,947 -44% 11,538 08 Dec 2023 Direct F1, F2
transaction BSQR Common Stock Disposed to Issuer -11,538 -100% 0 08 Dec 2023 Direct F3
transaction BSQR Common Stock Disposed to Issuer -562,199 -100% 0 08 Dec 2023 By Richard A. Karp Trust F1, F4
transaction BSQR Common Stock Disposed to Issuer -220,816 -100% 0 08 Dec 2023 By Richard A. Karp Trust for John L. Karp F1, F4
transaction BSQR Common Stock Disposed to Issuer -230,000 -100% 0 08 Dec 2023 By Richard A. Karp Trust for Michael D. Karp F1, F4
transaction BSQR Common Stock Disposed to Issuer -40,000 -100% 0 08 Dec 2023 By Richard A. Karp Grandchildren's Trust F1, F4
transaction BSQR Common Stock Disposed to Issuer -250,000 -100% 0 08 Dec 2023 By Richard A. Karp Charitable Foundation F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard Alan Karp 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.