This Amendment No. 3 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, and Amendment No. 2 to the Schedule 13D filed
on May 20, 2019 (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 September 5, 2019 and November 19, 2019, Palogic Value Fund expended an aggregate of approximately $177,314 (excluding
commissions) to acquire an additional 138,846 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.
On June 11, 2019, pursuant to the Plan, Mr. Vardeman received an
award of 34,722 restricted stock units representing 34,722 shares of Common Stock of the Issuer, which vest quarterly in equal installments over one year following the date of the award. The award is subject to the Plan and the Issuers
standard restricted stock unit agreement. The foregoing description of the restricted stock units award does not purport to be complete and is qualified in its entirety by reference to the Plan and the Form of the Restricted Stock Unit Agreement,
each of which is incorporated herein by reference to Exhibits 99.2 and 99.4, respectively.
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:
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(i)
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sole power to vote or to direct the vote:
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See Item 7 on the cover page(s) hereto.
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(ii)
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shared power to vote or to direct the vote:
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See Item 8 on the cover page(s) hereto.
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(iii)
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sole power to dispose or to direct the disposition of:
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See Item 9 on the cover page(s) hereto.
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(iv)
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shared power to dispose or to direct the disposition of:
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See Item 10 on the cover page(s) hereto.