Bsquare (BSQR) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Palogic Capital Management, LLC

(Last) (First) (Middle)

5310 HARVEST HILL ROAD, SUITE 110

(Street)

DALLAS TX 75230

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2019

3. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [ BSQR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,252,214	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Palogic Capital Management, LLC

(Last) (First) (Middle)

5310 HARVEST HILL ROAD, SUITE 110

(Street)

DALLAS TX 75230

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palogic Value Fund, LP

(Last) (First) (Middle)

5310 HARVEST HILL ROAD, SUITE 110

(Street)

DALLAS TX 75230

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palogic Value Management, L.P.

(Last) (First) (Middle)

5310 HARVEST HILL ROAD, SUITE 110

(Street)

DALLAS TX 75230

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being jointly filed by and on behalf of each of Palogic Value Fund, L.P., a Delaware limited partnership ("Palogic Value Fund"), Palogic Value Management, L.P., a Delaware limited partnership ("Palogic Value Management"), and Palogic Capital Management, LLC, a Delaware limited liability company ("Palogic Capital Management"). Palogic Value Fund is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management.

2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

3. Each reporting person, among others, may be deemed to be a member of a group with respect to BSQUARE Corporation, a Washington corporation (the "Issuer") or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement 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, a member of a group with respect to the Issuer or securities of the Issuer.

Remarks:

Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

	PALOGIC VALUE FUND, L.P., By: Palogic Value Management, L.P., Its: General Partner, By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member	11/21/2019
	PALOGIC VALUE MANAGEMENT, L.P., By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member	11/21/2019
	PALOGIC CAPITAL MANAGEMENT, LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member	11/21/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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