Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
BUTLER CAREY E
   2. Issuer Name and Ticker or Trading Symbol
BSQUARE CORP /WA [BSQR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, PES
(Last)
(First)
(Middle)
110 - 110TH AVENUE, NE, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
05/17/2007
(Street)

BELLEVUE, WA 98004		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/17/2007   M   2,000 A $ 2.32 4,250 D  
Common Stock 05/17/2007   S   2,000 D $ 5.5 2,250 D  
Common Stock 05/18/2007   M   3,000 A $ 2.32 5,250 D  
Common Stock 05/18/2007   S   1,500 D $ 5.5 3,750 D  
Common Stock 05/18/2007   S   1,500 D $ 5.38 2,250 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 2.32 05/17/2007   M     2,000 (1)   (2) 09/21/2014 Common Stock 2,000 (1) $ 0 60,500 D  
Stock Option (Right to Buy) $ 2.32 05/18/2007   M     3,000 (1)   (2) 09/21/2014 Common Stock 3,000 (1) $ 0 57,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BUTLER CAREY E
110 - 110TH AVENUE, NE
SUITE 200
BELLEVUE, WA 98004		       Vice President, PES  

Signatures

 Brian T. Crowley for Carey E. Butler by Power of Attorney   05/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) On September 30, 2005, the common stock of BSQUARE Corporation split one-for-four. The indicated stock option was adjusted as to price and number of underlying shares from the amounts previously reported to reflect this stock split.
(2) The option was vested as to 39,063 as of March 21, 2007 and vests every three months thereafter as to 3,907 shares until it is fully vested. The option will be fully vested as of September 21, 2008.

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