Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/jPmJxCyp03QBsQt6C61wvgj6bPlBtfYZYbRoWrvFUk4c6SYReN1qsTRK3SGYl9 taE9LCsPyb9gHClkFlfr1w== 0001193125-06-029217.txt : 20060214 0001193125-06-029217.hdr.sgml : 20060214 20060213181142 ACCESSION NUMBER: 0001193125-06-029217 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: ADVENT ATLANTIC & PACIFIC III L.P. GROUP MEMBERS: TA ASSOCIATES INC. GROUP MEMBERS: TA EXECUTIVES FUND LLC GROUP MEMBERS: TA INVESTORS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TA ADVENT VIII LP CENTRAL INDEX KEY: 0001106837 IRS NUMBER: 043334380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 125 HIGH ST CITY: BOSTON STATE: MA ZIP: 02110 MAIL ADDRESS: STREET 1: 125 HIGH ST CITY: BOSTON STATE: MA ZIP: 02110 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58461 FILM NUMBER: 06605563 BUSINESS ADDRESS: STREET 1: 110 110TH AVENUE NE, SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4255195900 MAIL ADDRESS: STREET 1: 110 110TH AVENUE NE, SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


OMB APPROVAL
OMB Number:		3235-0145
Expires:		31-Aug-02
Estimated Average burden
hours per response

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )*

BSQUARE Corporation

(Name of Issuer)

Common Stock Par Value $.01

(Title of Class of Securities)

11776U 30 0

(CUSIP Number)

Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1


CUSIP NO. 11776U 30 0


1		NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON TA/Advent VIII L.P. 04-3334380 Advent Atlantic & Pacific III L.P. 04-3299318 TA Executives Fund LLC 04-3398534 TA Investors LLC 04-3395404 TA Associates Inc. 04-3205751
2		CHECK THE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION TA/Advent VIII L.P. Delaware Advent Atlantic & Pacific III L.P. Delaware TA Executives Fund LLC Delaware TA Investors LLC Delaware TA Associates Inc. Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

TA/Advent VIII L.P. 834,131

Advent Atlantic & Pacific III L.P. 240,697

TA Executives Fund LLC 23,582

TA Investors LLC 25,640

TA Associates Inc. 856

6 SHARED VOTING POWER

N/A

7 SOLE DISPOSITIVE POWER

TA/Advent VIII L.P. 834,131

Advent Atlantic & Pacific III L.P. 240,697

TA Executives Fund LLC 23,582

TA Investors LLC 25,640

TA Associates Inc. 856

8 SHARED DISPOSITIVE POWER

N/A


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON TA/Advent VIII L.P. 834,131 Advent Atlantic & Pacific III L.P. 240,697 TA Executives Fund LLC 23,582 TA Investors LLC 25,640 TA Associates Inc. 856
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 TA/Advent VIII L.P. 8.74% Advent Atlantic & Pacific III L.P. 2.52% TA Executives Fund LLC 0.25% TA Investors LLC 0.27% TA Associates Inc. 0.01%
12		TYPE OF REPORTING PERSON Two Limited Partnerships Two Limited Liability Companies One Corporation

SEE INSTRUCTION BEFORE FILLING OUT!

Page 2


ATTACHMENT TO FORM 13G

ITEM 1 (a) NAME OF ISSUER: BSQUARE Corporation

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:


	3150 139th Ave SE Suite 500
	Bellevue, WA 98005

ITEM 2 (a) NAME OF PERSON FILING:

	TA/Advent VIII L.P.
	Advent Atlantic & Pacific III L.P.
	TA Executives Fund LLC
	TA Investors LLC.
	TA Associates Inc.

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	c/o TA Associates
	125 High Street, Suite 2500
	Boston, MA 02110

ITEM 2 (c) CITIZENSHIP: Not Applicable

ITEM 2 (d) TITLE AND CLASS OF SECURITIES: Common

ITEM 2 (e) CUSIP NUMBER: 11776U 30 0

ITEM 3	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable

ITEM 4	OWNERSHIP

ITEM 4 (a)	AMOUNT BENEFICIALLY OWNED:

		COMMON STOCK
	TA/Advent VIII L.P.	834,131
	Advent Atlantic & Pacific III L.P.	240,697
	TA Executives Fund LLC	23,582
	TA Investors LLC	25,640
	TA Associates Inc.	856

ITEM 4 (b)	PERCENT OF CLASS

		PERCENTAGE
	TA/Advent VIII L.P.	8.74	%
	Advent Atlantic & Pacific III L.P	2.52	%
	TA Executives Fund LLC	0.25	%
	TA Investors LLC	0.27	%
	TA Associates Inc.	0.01	%

ITEM 4 (c)	NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

	(i) SOLE POWER TO VOTE OR DIRECT THE VOTE:

		COMMON STOCK

	TA/Advent VIII L.P.	834,131
	Advent Atlantic & Pacific III L.P	240,697
	TA Executives Fund LLC	23,582
	TA Investors LLC	25,640
	TA Associates Inc.	856

	(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:	N/A

	(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:

		COMMON STOCK

	TA/Advent VIII L.P.	834,131
	Advent Atlantic & Pacific III L.P	240,697
	TA Executives Fund LLC	23,582
	TA Investors LLC	25,640
	TA Associates Inc.	856

	(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION	N/A

Page 3


ITEM 5		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable

ITEM 6		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable

ITEM 7		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY THAT ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable

ITEM 8		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This schedule 13G is filed pursuant to Rule 13d-1(c). For the agreement of group members to a joint filing, see below.

ITEM 9		NOTICE OF DISSOLUTION OF GROUP: Not Applicable

ITEM 10		CERTIFICATION: Not Applicable

Page 4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AGREEMENT FOR JOINT FILING

TA/Advent VIII L.P., Advent Atlantic and Pacific III L.P., TA Executives Fund LLC, TA Associates Inc. and TA Investors LLC, hereby agree that TA Associates shall file with the Securities and Exchange Commission a joint schedule 13G on behalf of the above-named parties concerning their beneficial ownership ofBSQUARE Corporation.

Dated: February 14, 2006


TA/ADVENT VIII L.P.

By: TA Associates VIII LLC, its General Partner
By: TA Associates, Inc. its Manager

By:		/s/ Thomas P. Alber
		Thomas P. Alber, Chief Financial Officer

ADVENT ATLANTIC & PACIFIC III L.P.

By: TA Associates AAP III Partners L.P., its General Partner
By: TA Associates, Inc. its General Partner

By:		/s/ Thomas P. Alber
		Thomas P. Alber, Chief Financial Officer

TA EXECUTIVES FUND LLC

By: TA Associates, Inc., its Manager

By:		/s/ Thomas P. Alber
		Thomas P. Alber, Chief Financial Officer

TA INVESTORS LLC

By: TA Associates, Inc., its Manager

By:		/s/ Thomas P. Alber
		Thomas P. Alber, Chief Financial Officer

TA Associates, Inc.

By:		/s/ Thomas P. Alber
		Thomas P. Alber, Chief Financial Officer

Page 5

-----END PRIVACY-ENHANCED MESSAGE-----