0001062993-23-022204.txt : 20231208
0001062993-23-022204.hdr.sgml : 20231208
20231208161548
ACCESSION NUMBER: 0001062993-23-022204
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231208
FILED AS OF DATE: 20231208
DATE AS OF CHANGE: 20231208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wynne Cheryl A
CENTRAL INDEX KEY: 0002002788
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27687
FILM NUMBER: 231475584
MAIL ADDRESS:
STREET 1: C/O BSQUARE CORPORATION
STREET 2: PO BOX 59478
CITY: RENTON
STATE: WA
ZIP: 98058
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BSQUARE CORP /WA
CENTRAL INDEX KEY: 0001054721
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 911650880
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PO BOX 59478
CITY: RENTON
STATE: WA
ZIP: 98058
BUSINESS PHONE: 425-519-5900
MAIL ADDRESS:
STREET 1: PO BOX 59478
CITY: RENTON
STATE: WA
ZIP: 98058
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0508
4
2023-12-08
1
0001054721
BSQUARE CORP /WA
BSQR
0002002788
Wynne Cheryl A
C/O BSQUARE CORPORATION
PO BOX 59478
RENTON
WA
98058
0
1
0
0
Chief Financial Officer
0
Common Stock
2023-12-08
4
M
0
45000
1.43
A
45000
D
Common Stock
2023-12-08
4
D
0
45000
A
0
D
Stock Option (right to buy)
1.43
2023-12-08
4
M
0
45000
0
D
2030-11-16
Common Stock
45000
0
D
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").
The Merger Agreement provides that, at the Effective Time (as defined in the Merger Agreement), 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.
/s/ Cheryl A Wynne
2023-12-08