Derrickson Ralph C 4
4 · BSQUARE CORP /WA · Filed Dec 8, 2023
Insider Transaction Report
Form 4
BSQUARE CORP /WABSQR
Derrickson Ralph C
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Performance Stock Unit
2023-12-08−300,000→ 0 total→ Common Stock (300,000 underlying) - Disposition to Issuer
Common Stock
2023-12-08−40,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2023-12-08−187,500→ 0 totalExercise: $1.97Exp: 2029-03-11→ Common Stock (187,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-12-08−375,000→ 0 totalExercise: $1.97Exp: 2029-03-11→ Common Stock (375,000 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]At the Effective Time (as defined in the Merger Agreement), each Stock Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is more than the Offer Price (each, an "Out of the Money Option"), shall be cancelled without payment of consideration, and all rights with respect to such Out of the Money Option shall terminate as of the Effective Time.
- [F3]Each performance stock unit ("PSU") represented a contingent right to receive one share of Issuer common stock. Vesting was to occur upon the later of (i) the date of achievement of applicable performance milestones, or (ii) the service vesting date, which was to vest 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.
- [F4]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each then outstanding and unvested PSU shall be cancelled without payment of consideration, and all rights with respect to such unvested PSU shall terminate as of the Effective Time.