SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

JURGENSEN ELLIOTT REN JR

(Last)

(First)

(Middle)

110 - 110TH AVE., NE

SUITE 200

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [ BSQR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2007		M		3,125	A	$1.8	3,125	D
Common Stock	02/28/2007		M		2,700	A	$1.92	5,825	D
Common Stock	02/28/2007		M		4,688	A	$2.24	10,513	D
Common Stock	02/28/2007		M		512	A	$2.36	11,025	D
Common Stock	02/28/2007		S		5,825	D	$4.32	5,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.8⁽¹⁾	02/28/2007		M			3,125⁽¹⁾	⁽²⁾	08/02/2014	Common Stock	3,125⁽¹⁾	$0.00	0	D
Stock Option (Right to Buy)	$1.92⁽¹⁾	02/28/2007		M			2,700⁽¹⁾	⁽³⁾	05/10/2015	Common Stock	2,700⁽¹⁾	$0.00	425	D
Stock Option (Right to Buy)	$2.24⁽¹⁾	02/28/2007		M			4,688⁽¹⁾	⁽⁴⁾	08/16/2015	Common Stock	4,688⁽¹⁾	$0.00	1,562	D
Stock Option (Right to Buy)	$2.36	02/28/2007		M			512	⁽⁵⁾	11/08/2015	Common Stock	512	$0.00	5,738	D

Explanation of Responses:

1. On September 30, 2005, the common stock of BSQUARE Corporation split one-for-four. The indicated stock options were adjusted as to price and number of underlying shares from the amounts previously reported to reflect this stock split.

2. The option was fully vested as of August 2, 2006.

3. The option was vested as to 2,735 shares as of February 10, 2007 and vests as to the remaining 390 shares on May 10, 2007.

4. The option was vested as to 4,688 shares as of February 16, 2007 and vests every three months thereafter as to one-eighth of the total number of shares underlying the option at grant (6,250 shares).

5. The option was vested as to 3,907 shares as of February 8, 2007 and vests every three months thereafter as to one-eighth of the total number of shares underlying the option at grant (6,250 shares).

Remarks:

	Scott C. Mahan for Elliott Ren Jurgensen, Jr. by Power of Attorney	03/02/2007
	** 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).
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