Ralph Derrickson - Dec 8, 2023 Form 4 Insider Report for BSQUARE CORP /WA (BSQR)

Signature
/s/ Ralph C. Derrickson
Stock symbol
BSQR
Transactions as of
Dec 8, 2023
Transactions value $
$0
Form type
4
Date filed
12/8/2023, 04:25 PM
Previous filing
Oct 26, 2023
Next filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BSQR Common Stock Disposed to Issuer -40K -100% 0 Dec 8, 2023 Direct F1

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 -375K -100% $0.00* 0 Dec 8, 2023 Common Stock 375K $1.97 Direct F2
transaction BSQR Stock Option (right to buy) Disposed to Issuer $0 -188K -100% $0.00* 0 Dec 8, 2023 Common Stock 188K $1.97 Direct F2
transaction BSQR Performance Stock Unit Disposed to Issuer $0 -300K -100% $0.00* 0 Dec 8, 2023 Common Stock 300K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ralph Derrickson 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 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.
F3 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.
F4 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.