SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wagstaff David

(Last)

(First)

(Middle)

110 - 110TH AVE., NE

SUITE 300

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,500⁽¹⁾	D
Common Stock	11,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	11/22/2014⁽³⁾	11/22/2023	Common Stock	50,000	$3.31	D
Stock Option (right to buy)	02/26/2015⁽⁴⁾	02/26/2024	Common Stock	20,000	$3.32	D
Stock Option (right to buy)	08/20/2016⁽⁵⁾	08/20/2025	Common Stock	12,400	$6.37	D

Explanation of Responses:

1. Represents a Restricted Stock Unit award granted on February 26, 2014 that vested 33% on the first anniversary of the grant date and vests monthly in equal amounts for two years thereafter. This grant is unvested as to 419 shares as of the date of this filing.

2. Represents a Restricted Stock Unit award granted on August 20, 2015 that vests 25% on the first anniversary of the grant date and vests quarterly in equal amounts for two years thereafter.

3. The option vested 25% on November 22, 2014 and 25% on November 22, 2015 and vests annually in equal amounts for two years thereafter. This grant is unvested as to 25,000 shares as of the date of this filing.

4. The option vested 33% on February 26, 2016 and vests monthly in equal amounts for two years thereafter. This grant is unvested as to 5,583 shares as of the date of this filing.

5. The option vests 25% on August 20, 2016 and vests monthly in equal amounts for three years thereafter.

Remarks:

	/s/ David Wagstaff	05/31/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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