This Amendment No. 8 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, Amendment No. 2 to the Schedule 13D filed on
May 20, 2019, Amendment No. 3 to the Schedule 13D filed on November 21, 2019, Amendment No. 4 to the Schedule 13D filed on March 10, 2020, Amendment No. 5 to the Schedule 13D filed on August 21, 2020, Amendment
No. 6 to the Schedule 13D filed on June 14, 2021, and Amendment No. 7 to the Schedule 13D filed on October 13, 2022 (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 4. Purpose of Transaction
Item
4 is hereby amended and supplemented as follows:
“As previously disclosed, on October 11, 2023, the Issuer entered into the
Merger Agreement with Kontron and Merger Sub. On December 7, 2023, Kontron announced the completion of the Offer. All conditions to the Offer were satisfied or waived, and Merger Sub accepted for payment all shares of Common Stock of the Issuer
validly tendered into the Offer and not properly withdrawn.
On December 7, 2023, as a result of its acceptance of, and payment for,
the shares of Common Stock of the Issuer tendered in the Offer, Merger Sub acquired a sufficient number of shares of Common Stock of the Issuer to consummate the Merger. At the effective time of the Merger (the “Effective
Time”), each share of Common Stock of the Issuer issued and outstanding immediately prior to the Effective Time (other than as specified in the Merger Agreement) was converted automatically into the right to receive an amount of cash
equal to the Offer Price, without interest (less any required withholding taxes) from Merger Sub. Pursuant to the Support Agreements, Mr. Vardeman and Palogic Value Fund tendered the Subject Shares pursuant to the Offer. Specifically, as of the
Effective Time, (a) the 137,094 restricted stock units representing 137,094 shares of Common Stock of the Issuer previously awarded to Mr. Vardeman, each of which were vested as of the Effective Time, were cancelled and, subject to any required
withholding taxes, Mr. Vardeman received a cash payment equal to the product of (i) the Offer Price and (ii) 137,094, and (b) the 1,585,711 shares of Common Stock of the Issuer beneficially owned by Palogic Value Fund were tendered in the Merger and
Palogic Value Fund received a cash payment equal to the product of (i) the Offer Price and (ii) 1,585,711.
In addition, pursuant to the
Merger Agreement, as of the Effective Time, (a) the Options, each of which were out of the money options, were cancelled for no consideration and all of Mr. Vardeman’s rights with respect to such Options were terminated, and (b) 17,307 of the
restricted stock units held by Mr. Vardeman that were unvested as of the Effective Time were cancelled without payment of consideration, and all rights with respect to such unvested restricted stock units were terminated as of the Effective Time.
In addition, pursuant to the terms of the Merger Agreement, immediately following the Effective Time, Mr. Vardeman resigned from the
Board of Directors of the Issuer, and any committee thereof.
The foregoing description is qualified in its entirety by reference to the
Current Report on Form 8-K filed on December 8, 2023 by the Issuer with the SEC and included as Exhibit 99.10 herein.”
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.
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(ii) |
shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.