Datawatch (DWCH) Form 4 DATAWATCH / Michael Anthony Morrison 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^*

Morrison Michael Anthony

(Last) (First) (Middle)

C/O DATAWATCH CORPORATION

4 CROSBY DRIVE

(Street)

BEDFORD MA 01730

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2018

4. If Amendment, Date of 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

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	02/09/2018		F(1)		3,386	D	$10.43(2)	232,189	D
Common Stock	02/09/2018		M		100,000	A	$3.46	332,189	D
Common Stock	02/12/2018		F(1)		927	D	$10.2	331,262	D
Common Stock	02/12/2018		S(3)		21,631	D	$10.16(4)	309,631	D
Common Stock	02/13/2018		S(3)		14,056	D	$10.03(5)	295,575	D
Common Stock								119,463	I	Trustee(6)
Common Stock								5,985	I	Spouse(7)(8)

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
Stock Option (Right to Buy)	$3.46	02/09/2018		M			100,000	(9)	02/10/2018	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. The purpose of this sale is to pay for tax liabilities incurred by Mr. Morrison upon the vesting of certain restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.40 to $10.45. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

3. The purpose of this sale was to cover the cost of: (i) the aggregate exercise price payable by the reporting person and (ii) income taxes liabilities of the reporting person upon the exercise of stock options reported in this Form 4 in a row dated 2/9/2018.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.20. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

6. These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.

7. These shares are owned by Mr. Morrison's wife as custodian for two UTMA accounts. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

8. This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings.

9. The stock option, representing a right to purchase a total of 100,000 shares of Common Stock of the Issuer, became fully exercisable on February 11, 2014.

	/s/ Robert V. Jahrling, Signature of Robert V. Jahrling as attorney-in-fact for	02/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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