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*
Derrickson Ralph C

(Last) (First) (Middle)
C/O BSQUARE CORPORATION
1415 WESTERN AVENUE, SUITE 700

(Street)
SEATTLE WA 98101

(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
Performance Stock Units (1) 01/13/2021 A 300,000 (1) 07/05/2025 Common Stock 300,000 $0 300,000 D
Explanation of Responses:
1. Each performance stock unit represents a contingent right to receive one share of Issuer common stock. If the volume-weighted average price of Issuer's common stock during any 180 calendar day-period in the period beginning on January 5, 2021 and ending on July 4, 2025 equals or exceeds $3.25, $4.25 and $6.25 (each, a "Performance Condition"), then one-third of the PSUs will become eligible to vest at each such price. Vesting occurs upon the later of (i) the date of achievement of applicable Performance Condition, or (ii) the service vesting date, which vests as to 25% on January 5, 2022, and as to 6.25% on each of April 5, 2022, July 5, 2022, October 5, 2022, January 5, 2023, April 5, 2023, July 5, 2023, October 5, 2023, January 5, 2024, April 5, 2024, July 5, 2024, October 5, 2024 and January 5, 2025, subject to reporting person's continued employment with Issuer through each such date.
/s/ Ralph C. Derrickson 01/15/2021
** 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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