This Amendment No. 2 to Schedule 13D is jointly filed by and on behalf of each of the
Reporting Persons to amend the Schedule 13D related to the common stock, no par value (the
Common Stock
), of BSQUARE Corporation, a Washington corporation (the
Issuer
) initially filed with the
Securities and Exchange Commission (the
SEC
) on May 18, 2018, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on June 27, 2018 (as amended, the
Schedule
13D
). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended and supplemented as follows:
Between August 17, 2018 and May 17, 2019, Palogic Value Fund expended an aggregate of approximately $341,313 (excluding
commissions) to acquire an additional 198,000 shares of Common Stock of the Issuer in various open market transactions. The funds used for the purchase of these additional shares of Common Stock of the Issuer reported in this Schedule 13D were
derived from general working capital of Palogic Value Fund.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting
Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule
13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b) Number of shares as to which each Reporting Person has:
|
(i)
|
sole power to vote or to direct the vote:
|
|
|
See Item 7 on the cover page(s) hereto.
|
|
(ii)
|
shared power to vote or to direct the vote:
|
|
|
See Item 8 on the cover page(s) hereto.
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
|
|
See Item 9 on the cover page(s) hereto.
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
|
|
See Item 10 on the cover page(s) hereto.
|