Sec Form 4 Filing - Vardeman Ryan L. @ BSQUARE CORP /WA - 2023-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vardeman Ryan L. 2. Issuer Name and Ticker or Trading Symbol BSQUARE CORP /WA [ BSQR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O BSQUARE CORPORATION, PO BOX 59478 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2023 (Street) RENTON, WA98058 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/08/2023 D 137,094 ( 1 ) ( 2 ) D 17,307 D Common Stock 12/08/2023 D 17,307 ( 3 ) D 0 D Common Stock 12/08/2023 D 1,585,711 ( 1 ) ( 2 ) D 0 I See footnotes ( 4 ) ( 5 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vardeman Ryan L. C/O BSQUARE CORPORATION PO BOX 59478 RENTON, WA98058 Former Director Signatures /s/ Ryan L. Vardeman 12/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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.

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).

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