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