G2 Investment Partners GP Form 4 DATAWATCH / Josh Goldberg ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

G2 Investment Partners Management LLC

(Last) (First) (Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DATAWATCH CORP [ DWCH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

4. 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 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	12/01/2016	12/01/2016	P		83,182	A	$5.9(3)	1,590,498	D(1)
Common Stock	12/01/2016	12/01/2016	P		98,568	A	$5.9(4)	1,859,868	I	See Footnote(2)
Common Stock	12/01/2016	12/01/2016	S		13,704	D	$6.3(5)	1,576,793	D(1)
Common Stock	12/01/2016	12/01/2016	S		16,239	D	$6.3(6)	1,843,629	I	See Footnote(2)
Common Stock	12/01/2016	12/01/2016	P		31,971	A	$5.95(7)	1,608,765	D(1)
Common Stock	12/01/2016	12/01/2016	P		37,885	A	$5.95(8)	1,881,514	I	See Footnote(2)
Common Stock	12/01/2016	12/01/2016	S		20,912	D	$6	1,587,853	D(1)(9)
Common Stock	12/01/2016	12/01/2016	S		20,912	D	$6	1,881,514	I(9)	See Footnote(2)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

G2 Investment Partners Management LLC

(Last) (First) (Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G2 Investment Partners GP LLC

(Last) (First) (Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goldberg Josh

(Last) (First) (Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G2 INVESTMENT PARTNERS QP LP

(Last) (First) (Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

Explanation of Responses:

1. These securities are directly owned by G2 Investment Partners QP LP (a "Reporting Person").

2. These securities are held in the accounts of private investment funds managed by G2 Investment Partners Management LLC ("G2 Investment Partners Management") and may be deemed to be beneficially owned by (i) G2 Investment Partners Management, (ii) G2 Investment Partners GP LLC, and (iii) Josh Goldberg, the managing member of G2 Investment Partners Management and G2 Investment Partners GP LLC (each a "Reporting Person" and together with G2 Investment Partners QP LP, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

3. The reported price is the weighted average purchase price for purchases on December 1, 2016 by the Reporting Person. The actual prices of such purchases ranged from $5.75 to $6.10 The Reporting Person undertakes to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

4. The reported price is the weighted average purchase price for purchases on December 1, 2016 by the Reporting Persons. The actual prices of such purchases ranged from $5.75 to $6.10 The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

5. The reported price is the weighted average sale price for sales on December 1, 2016 by the Reporting Person. The actual prices of such sales ranged from $6.30 to $6.75. The Reporting Person undertakes to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. The reported price is the weighted average sale price for sales on December 1, 2016 by the Reporting Persons. The actual prices of such sales ranged from $6.30 to $6.75. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. The reported price is the weighted average purchase price for purchases on December 1, 2016 by the Reporting Person. The actual prices of such purchases ranged from $5.85 to $6.00 The Reporting Person undertakes to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

8. The reported price is the weighted average purchase price for purchases on December 1, 2016 by the Reporting Persons. The actual prices of such purchases ranged from $5.85 to $6.00 The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

9. This transaction reflects the sale of securities by G2 Investment Partners QP LP to another private investment fund managed by G2 Investment Partners Management that is not a Reporting Person. This transaction did not affect the beneficial ownership of (i) G2 Investment Partners Management, (ii) G2 Investment Partners GP LLC, or (iii) Josh Goldberg.

	G2 Investment Partners Management, LLC, By: /s/ Josh Goldberg, Managing Member	12/05/2016
	G2 Investment Partners GP LLC, By: /s/ Josh Goldberg, Managing Member	12/05/2016
	/s/ Josh Goldberg	12/05/2016
	G2 Investment Partners QP LP By: G2 Investment Partners GP LLC By: Josh Goldberg, Managing Member /s/ Josh Goldberg	12/05/2016
	** 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 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).
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