Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Caldwell Scott Bruce
 2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2014		 3. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [BSQR]
(Last)
(First)
(Middle)
110 - 110TH AVE., NE, SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP WW OEM Sales
 5. If Amendment, Date Original Filed(Month/Day/Year)
04/29/2014
(Street)

BELLEVUE, WA 98004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 17,832 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy)   (2) 07/25/2015 Common Stock 1,250 $ 2.32 D  
Stock Option (right to buy)   (3) 12/15/2015 Common Stock 5,000 $ 3.07 D  
Stock Option (right to buy)   (4) 11/13/2016 Common Stock 5,000 $ 2.17 D  
Stock Option (right to buy)   (5) 10/02/2019 Common Stock 10,000 $ 2.41 D  
Stock Option (right to buy)   (6) 01/07/2017 Common Stock 7,500 $ 3.11 D  
Stock Option (right to buy)   (7) 02/26/2024 Common Stock 30,000 $ 3.32 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caldwell Scott Bruce
110 - 110TH AVE., NE, SUITE 300
BELLEVUE, WA 98004		       VP WW OEM Sales  

Signatures

/s/ Scott Bruce Caldwell 04/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes two Restricted Stock Unit awards as follows: (1) One granted on December 10, 2010 that vests 25% on the first year anniversary of grant date and quarterly in equal installments thereafter over a three year period. This grant is unvested as to 429 shares as of the date of this filing. (2) The second granted September 11, 2012 and vests annually in equal installments over a four year period. This grant is unvested as to 7,500 shares as of the date of this filing.
(2) On July 25, 2009 the options became exercisable as to all 1,250 shares.
(3) On December 15, 2009 the options became exercisable as to all 5,000 shares.
(4) On November 13, 2010 the options became exercisable as to all 5,000 shares.
(5) On October 2, 2013 the options became exercisable as to all 10,000 shares.
(6) Beginning on April 7, 2013 and quarterly thereafter, the option vests in equal amounts over a four year period. As of the date of this filing 2,344 shares have vested.
(7) On February 26, 2015, 33% vest and thereafter the options vest monthly in equal amounts over a two year period.
 
Remarks:
This amendment is being filed to include information that was inadvertently omitted from the original filing.

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