BSQR BSQUARE Corporation

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * WHEATON CHRISTOPHER	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 __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O BSQUARE CORPORATION, 1415 WESTERN AVENUE, SUITE 700	3. Date of Earliest Transaction (MM/DD/YYYY) 1/13/2021
(Street) SEATTLE, WA 98101 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Performance Stock Units	(1)	1/13/2021		A		200000		(1)	7/5/2025	Common Stock	200000	$0	200000	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHEATON CHRISTOPHER C/O BSQUARE CORPORATION 1415 WESTERN AVENUE, SUITE 700 SEATTLE, WA 98101			Chief Financial Officer

Signatures
/s/ Christopher Wheaton		1/15/2021
**Signature of Reporting Person		Date