Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
|
Bsquare Corporation |
|
(Name of Issuer) |
Common Stock, no par value
(Title of Class of Securities)
11776U300
(CUSIP Number)
Richard A Karp
c/o TicTran Corp
849 Independence Ave Ste B
Mountain View CA 94043
(650) 396-8156
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
___________________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1 |
NAME OF REPORTING PERSONS
Richard A Karp | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
PF, OO | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
5,101 |
|
8 |
SHARED VOTING POWER
907,100 | |
|
9 |
SOLE DISPOSITIVE POWER
5,101 | |
|
10 |
SHARED DISPOSITIVE POWER
907,100 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,201 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% | |
|
14 |
TYPE OF REPORTING PERSON
PN | |
| 2 |
|
1 |
NAME OF REPORTING PERSONS
Richard A Karp Trust | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
PF, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
407,100 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
407,100 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,100 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 3 |
|
1 |
NAME OF REPORTING PERSONS
Richard A Karp trust for John L Karp | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
PF, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
180,000 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
180,000 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 4 |
|
1 |
NAME OF REPORTING PERSONS
Richard A Karp trust for Michael Karp | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
PF, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEED INGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
180,000 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
180,000 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 5 |
|
1 |
NAME OF REPORTING PERSONS
RICHARD A KARP GRANDCHILDREN’S TRUST | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
IN, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
40,000 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
40,000 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 6 |
|
1 |
NAME OF REPORTING PERSONS
RICHARD A KARP CHARITABLE FOUNDATION | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
PF, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
100,000 |
|
8 |
SHARED VOTING POWER
- 0 - | |
|
9 |
SOLE DISPOSITIVE POWER
100,000 | |
|
10 |
SHARED DISPOSITIVE POWER
- 0 - | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 7 |
|
1 |
NAME OF REPORTING PERSONS
MICHAEL KARP | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
IN, WC | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
180,000 |
|
8 |
SHARED VOTING POWER
- 0 - | |
|
9 |
SOLE DISPOSITIVE POWER
180,000 | |
|
10 |
SHARED DISPOSITIVE POWER
- 0 - | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN, OO | |
| 8 |
EXPLANATORY NOTE
On May 13, 2022, the Reporting Persons filed a Schedule 13D.
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). The Reporting Persons are filing this Amendment No. 1 to disclose that the Schedule 13D filed with the Securities and Exchange Commission on May 13, 2022 was erroneously filed due to an ownership miscalculation by the Reporting Persons. The Reporting Persons’ current ownership is disclosed in the reporting tables above. As of the date hereof, the Reporting Persons are not 5% owners in the Issuer’s common stock. Should the Reporting Persons acquire beneficial ownership of more than 5% of the Issuer’s common stock the Reporting Persons will file the applicable form as required by Section 13(d) of the Securities Exchange Act of 1934.
| 9 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Richard A. Karp Trust |
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| Dated: May 19, 2022 | By: | /s/ Richard A. Karp | |
|
|
Name: |
Richard A. Karp |
|
|
Trustee |
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| 10 |