0000899243-20-007881.txt : 20200311 0000899243-20-007881.hdr.sgml : 20200311 20200311160548 ACCESSION NUMBER: 0000899243-20-007881 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200309 FILED AS OF DATE: 20200311 DATE AS OF CHANGE: 20200311 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: 20705293 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Value Fund, LP CENTRAL INDEX KEY: 0001387846 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27687 FILM NUMBER: 20705294 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 FORMER NAME: FORMER CONFORMED NAME: PALOGIC VALUE FUND LP DATE OF NAME CHANGE: 20070125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Value Management, L.P. CENTRAL INDEX KEY: 0001532943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27687 FILM NUMBER: 20705295 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 MAIL ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palogic Capital Management, LLC CENTRAL INDEX KEY: 0001494018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27687 FILM NUMBER: 20705296 BUSINESS ADDRESS: STREET 1: 5310 HARVEST HILL ROAD STREET 2: SUITE 110 CITY: DALLAS STATE: TX ZIP: 75230 BUSINESS PHONE: (214) 871-2700 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: 110 110TH AVENUE NE, SUITE 300 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4255195900 MAIL ADDRESS: STREET 1: 110 110TH AVENUE NE, SUITE 300 CITY: BELLEVUE STATE: WA ZIP: 98004 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-09 0 0001054721 BSQUARE CORP /WA BSQR 0001574629 Vardeman Ryan L. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 1 0 0 1 Member of 10% Group 0001387846 Palogic Value Fund, LP 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 0 1 Member of 10% Group 0001532943 Palogic Value Management, L.P. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 0 1 Member of 10% Group 0001494018 Palogic Capital Management, LLC 5310 HARVEST HILL ROAD, SUITE 110 DALLAS TX 75230 0 0 0 1 Member of 10% Group Common Stock, No Par Value 2020-03-09 4 P 0 35787 1.1997 A 1420315 I See Footnotes Common Stock, No Par Value 2020-03-10 4 P 0 32900 1.1773 A 1453215 I See Footnotes Common Stock, No Par Value 51389 D This price represents the approximate weighted average price per share of common stock of BSQUARE Corporation, a Washington corporation (the "Issuer"), no par value ("Shares"), of purchases that were executed at prices ranging from $1.192 to $1.20 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price. This statement is jointly filed by and on behalf of each of Ryan L. Vardeman, Palogic Value Fund, L.P., a Delaware limited partnership ("Palogic Value Fund"), Palogic Value Management, L.P., a Delaware limited partnership ("Palogic Value Management"), and Palogic Capital Management, LLC, a Delaware limited liability company ("Palogic Capital Management"). Mr. Vardeman and Palogic Value Fund are the record and direct beneficial owners of the securities covered by this statement. Palogic Value Management is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management. (Continued from Footnote 2) 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 persons state that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the reporting persons in such securities. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare 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 Issuer or securities of the Issuer. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $1.17 to $1.18 per Share. The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price. Includes 8,680 restricted stock units of the Issuer awarded to Ryan L. Vardeman on June 11, 2019, pursuant to the Issuer's compensation plan for non-employee directors and the Fourth Amended and Restated Stock Plan of the Issuer which have not yet vested. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) RYAN L. VARDEMAN, By: /s/ Ryan L. Vardeman 2020-03-11 PALOGIC VALUE FUND, L.P., By: Palogic Value Management L.P., Its: General Partner, By: Palogic Capital Management LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2020-03-11 PALOGIC VALUE MANAGEMENT L.P., By: Palogic Capital Management LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2020-03-11 PALOGIC CAPITAL MANAGEMENT LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 2020-03-11 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                            JOINT FILER INFORMATION

                           Other Reporting Person(s)

1.   PALOGIC VALUE FUND, L.P.

        Item                            Information

        Name:                           Palogic Value Fund, L.P.

        Address:                        5310 Harvest Hill Road, Suite 110,
                                        Dallas, TX 75230

        Designated Filer:               Ryan L. Vardeman

        Date of Event Requiring         March 9, 2020
        Statement (Month/Day/Year):

        Issuer Name and Ticker or       BSQUARE Corporation [BSQR]
        Trading Symbol:

        Relationship of Reporting       Member of 10% Group
        Person(s) to Issuer:

        If Amendment, Date Original     Not Applicable
        Filed (Month/Day/Year):

        Individual or Joint/Group       Form filed by More than One
        Filing:                         Reporting Person

        Signature:                      By:    Palogic Value Management, L.P.
                                        Its:   General Partner

                                        By:    Palogic Capital Management, LLC
                                        Its:   General Partner

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member
                                        Date:  March 11, 2020


2.   PALOGIC VALUE MANAGEMENT, L.P.

        Item                            Information

        Name:                           Palogic Value Management, L.P.

        Address:                        5310 Harvest Hill Road, Suite 110,
                                        Dallas, TX 75230

        Designated Filer:               Ryan L. Vardeman

        Date of Event Requiring         March 9, 2020
        Statement (Month/Day/Year):

        Issuer Name and Ticker or       BSQUARE Corporation [BSQR]
        Trading Symbol:

        Relationship of Reporting       Member of 10% Group
        Person(s) to Issuer:

        If Amendment, Date Original     Not Applicable
        Filed (Month/Day/Year):

        Individual or Joint/Group       Form filed by More than One Reporting
        Filing:                         Person

        Signature:                      By:    Palogic Capital Management, LLC
                                        Its:   General Partner

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member
                                        Date:  March 11, 2020


3.   PALOGIC CAPITAL MANAGEMENT, LLC

        Item                            Information

        Name:                           Palogic Capital Management, LLC

        Address:                        5310 Harvest Hill Road, Suite 110,
                                        Dallas, TX 75230

        Designated Filer:               Ryan L. Vardeman

        Date of Event Requiring         March 9, 2020
        Statement (Month/Day/Year):

        Issuer Name and Ticker or       BSQUARE Corporation [BSQR]
        Trading Symbol:

        Relationship of Reporting       Member of 10% Group
        Person(s) to Issuer:

        If Amendment, Date Original     Not Applicable
        Filed (Month/Day/Year):

        Individual or Joint/Group       Form filed by More than One Reporting
        Filing:                         Person

        Signature:                      By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member
                                        Date:  March 11, 2020
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2


                             JOINT FILING AGREEMENT

                                 March 11, 2020

     Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

     IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

     Date: March 11, 2020               RYAN L. VARDEMAN

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------

                                        PALOGIC VALUE FUND, L.P.

                                        By:    Palogic Value Management, L.P.
                                        Its:   General Partner

                                        By:    Palogic Capital Management, LLC
                                        Its:   General Partner

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member

                                        PALOGIC VALUE MANAGEMENT, L.P.

                                        By:    Palogic Capital Management, LLC
                                        Its:   General Partner

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member

                                        PALOGIC CAPITAL MANAGEMENT, LLC

                                        By:    /s/ Ryan L. Vardeman
                                               ---------------------------------
                                        Name:  Ryan L. Vardeman
                                        Title: Sole Member