SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Vardeman Ryan L.

(Last) (First) (Middle)
5310 HARVEST HILL ROAD, SUITE 110

(Street)
DALLAS TX 75230

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [ BSQR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, No Par Value 11/19/2019 P 33,132 A $1.284(1) 1,285,346 I See footnotes(2)(3)(4)(5)
Common Stock, No Par Value 51,389(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Vardeman Ryan L.

(Last) (First) (Middle)
5310 HARVEST HILL ROAD, SUITE 110

(Street)
DALLAS TX 75230

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Palogic Value Fund, LP

(Last) (First) (Middle)
5310 HARVEST HILL ROAD, SUITE 110

(Street)
DALLAS TX 75230

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Palogic Value Management, L.P.

(Last) (First) (Middle)
5310 HARVEST HILL ROAD, SUITE 110

(Street)
DALLAS TX 75230

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Palogic Capital Management, LLC

(Last) (First) (Middle)
5310 HARVEST HILL ROAD, SUITE 110

(Street)
DALLAS TX 75230

(City) (State) (Zip)
Explanation of Responses:
1. 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 $1.265 to $1.30 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.
2. 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. Mr. Vardeman is the sole member of, and may be deemed to beneficially own securities beneficially owned by, Palogic Capital Management.
3. (continued from footnote 2) Mr. Vardeman is also a limited partner in, 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.
4. 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.
5. 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.
6. Includes 26,041 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.
Remarks:
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 11/21/2019
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 11/21/2019
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 11/21/2019
PALOGIC CAPITAL MANAGEMENT, LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 11/21/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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