0001062993-23-022216.txt : 20231208 0001062993-23-022216.hdr.sgml : 20231208 20231208162659 ACCESSION NUMBER: 0001062993-23-022216 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: Vardeman Ryan L. CENTRAL INDEX KEY: 0001574629 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27687 FILM NUMBER: 231475750 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 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 0001574629 Vardeman Ryan L. C/O BSQUARE CORPORATION PO BOX 59478 RENTON WA 98058 0 0 0 1 Former Director 0 Common Stock 2023-12-08 4 D 0 137094 D 17307 D Common Stock 2023-12-08 4 D 0 17307 D 0 D Common Stock 2023-12-08 4 D 0 1585711 D 0 I See footnotes In connection with that certain Agreement and Plan of Merger by and among BSQUARE Corporation, a Washington corporation (the "Company"), Kontron America, Incorporated, a Delaware corporation, and Kontron MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Kontron, dated as of October 11, 2023 (the "Merger Agreement") and the related tender offer, Ryan L. Vardeman (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 per share (the "Offer Price"). The Merger Agreement provides that, subject to any required withholding taxes, at the effective time of the Merger, each time-based restricted stock unit with respect to shares of Common Stock of the Company (each a "Company RSU") that is then outstanding and vested will be cancelled and the holder of such Company RSU will be entitled to receive a cash payment equal to the product of (i) the Offer Price and (ii) the number of shares of Common Stock of the Company subject to such Company RSU. The Merger Agreement provides that at the effective time of the Merger, each then outstanding and unvested Company RSU shall be cancelled without payment of consideration, and all rights with respect to such unvested Company RSU shall terminate at such time. This statement is filed by and on behalf of Ryan L. Vardeman. Palogic Value Fund, L.P., a Delaware limited partnership ("Palogic Value Fund"), and Mr. Vardeman are the record and direct beneficial owners of the securities coverted by this statement. Palogic Value Management, L.P., a Delaware limited partnership ("Palogic Value Management"), is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management, LLC, a Delaware limited liability company ("Palogic Capital Management"), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management. Mr. Vardeman is the sole member of, and may be deemed to beneficially own securities beneficially owned by, Palogic Capital Management. Mr. Vardeman is also a limited partner in, and may be deemed to beneficially own securities owned by, Palogic Value Fund. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise (the "Exchange Act"), the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities. The Reporting Person may be deemed to be a member of a group with respect to the Company or securities of the Company for purposes of Section 13(d) or 13(g) of the Exchange Act. The Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company. /s/ Ryan L. Vardeman 2023-12-08