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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DATAWATCH CORP [ DWCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 12/01/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 12/01/2017 | A | 40,000 | A | $0(1) | 160,000 | D | |||
| Common Stock | 12/01/2017 | A | 5,000 | A | $0(2) | 165,000 | D | |||
| Common Stock | 12/01/2017 | A | 10,000 | A | $0(3) | 175,000 | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The securities awarded on 12/1/2017 are in the form of restricted stock units (RSUs) issued pursuant to the Datawatch Third Amended and Restated 2011 Equity Compensation and Incentive Plan (the "Plan"). 13,333 RSUs will vest on 5/1/2019 and an additional 13,333 RSUs will vest on 5/1/2020, with the final 13,334 RSUs vesting on 5/1/2021. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event. |
| 2. The securities awarded on 12/1/2017 are in the form of RSUs issued pursuant to the Plan. 1,666 RSUs will vest on 11/15/2018 following Datawatch's release of its fiscal 2018 earnings only if Datawatch achieves its revenue target for fiscal year 2018 as determined by the Board of Directors of Datawatch. If Datawatch achieves its annual revenue target during fiscal 2018, then (i) an additional 1,666 RSUs will vest on 11/15/2019 and (ii) the final 1,667 RSUs will vest on 11/15/2020. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event. |
| 3. The securities awarded on 12/1/2017 are in the form of RSUs issued pursuant to the Plan. 3,333 RSUs will vest on 11/15/2018 if Datawatch achieves its revenue target for the six months ended 3/31/2018 as determined by the Board of Directors of Datawatch (the "1H Revenue Target"). If Datawatch achieves its 1H Revenue Target, then (i) an additional 3,333 RSUs will vest on 11/15/2019 and (ii) the final 3,334 RSUs will vest on 11/15/2020. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event. |
| /s/ Robert V. Jahrling, as attorney-in-fact | 12/05/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||