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 *
  Wagstaff David
 2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2016		 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)
Chief Technology Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(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 1,500 (1)
D
 
Common Stock 11,000 (2)
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) 11/22/2014(3) 11/22/2023 Common Stock 50,000 $ 3.31 D  
Stock Option (right to buy) 02/26/2015(4) 02/26/2024 Common Stock 20,000 $ 3.32 D  
Stock Option (right to buy) 08/20/2016(5) 08/20/2025 Common Stock 12,400 $ 6.37 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagstaff David
110 - 110TH AVE., NE
SUITE 300
BELLEVUE, WA 98004		       Chief Technology Officer  

Signatures

/s/ David Wagstaff 05/31/2016
**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) Represents a Restricted Stock Unit award granted on February 26, 2014 that vested 33% on the first anniversary of the grant date and vests monthly in equal amounts for two years thereafter. This grant is unvested as to 419 shares as of the date of this filing.
(2) Represents a Restricted Stock Unit award granted on August 20, 2015 that vests 25% on the first anniversary of the grant date and vests quarterly in equal amounts for two years thereafter.
(3) The option vested 25% on November 22, 2014 and 25% on November 22, 2015 and vests annually in equal amounts for two years thereafter. This grant is unvested as to 25,000 shares as of the date of this filing.
(4) The option vested 33% on February 26, 2016 and vests monthly in equal amounts for two years thereafter. This grant is unvested as to 5,583 shares as of the date of this filing.
(5) The option vests 25% on August 20, 2016 and vests monthly in equal amounts for three years thereafter.

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