4//SEC Filing
STROM BERNEE DL 4
Accession 0001062993-23-022208
CIK 0001054721other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:20 PM ET
Size
12.6 KB
Accession
0001062993-23-022208
Insider Transaction Report
Form 4
BSQUARE CORP /WABSQR
STROM BERNEE DL
Director
Transactions
- Disposition to Issuer
Common Stock
2023-12-08−17,839→ 11,538 total - Exercise/Conversion
Common Stock
2023-12-08$1.40/sh+25,000$35,000→ 25,000 total - Disposition to Issuer
Common Stock
2023-12-08−25,000→ 0 total - Disposition to Issuer
Common Stock
2023-12-08−11,538→ 0 total - Exercise/Conversion
Stock Option (right to buy)
2023-12-08−25,000→ 0 totalExercise: $1.40Exp: 2032-08-16→ Common Stock (25,000 underlying)
Footnotes (4)
- [F1]In connection with that certain Agreement and Plan of Merger by and among Bsquare Corporation (the "Company"), Kontron America, Incorporated, and Kontron MergerSub, Inc., dated as of October 11, 2023 (the "Merger Agreement") and the related tender offer, 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 (the "Offer Price").
- [F2]The Merger Agreement provides that, subject to any required withholding taxes, at the Effective Time (as defined in the Merger Agreement), each time-based restricted stock unit with respect to Shares (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 subject to such Company RSU.
- [F3]The Merger Agreement provides that at the Effective Time, 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 as of the Effective Time.
- [F4]The Merger Agreement provides that, at the Effective Time, subject to any required withholding taxes, each compensatory option to purchase Shares (a "Company Option") that is then outstanding and unexercised whether or not vested, and has a per Share exercise price that is less than the Offer Price (each, an "In the Money Option"), will be cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such In the Money Option, (ii) multiplied by the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
Issuer
BSQUARE CORP /WA
CIK 0001054721
Entity typeother
Related Parties
1- filerCIK 0001197361
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:20 PM ET
- Size
- 12.6 KB