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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DATAWATCH CORP [ DWCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 05/04/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/02/2018 | F(1) | 9,167(2) | D | $8.99(2)(3) | 286,408(2) | D | |||
| Common Stock | 5,985(4) | I | Spouse(5)(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 purpose of this sale is to pay for tax liabilities incurred by Mr. Morrison upon the vesting of certain restricted stock units. |
| 2. In Mr. Morrison's original Form 4 filed with the U.S. Securities and Exchange Commission on May 4, 2018 (the "Original Filing"), the number of shares sold by Mr. Morrison on May 2, 2018 to pay for tax liabilities incurred by Mr. Morrison upon vesting of certain restricted stock units was overstated by 27,501 shares due to a clerical error. On May 2, 2018, Mr. Morrison sold 9,167 shares to pay for tax liabilities incurred by Mr. Morrison upon the vesting of certain restricted stock units. The price reported in Column 4 was based on the number of shares reported as sold by Mr. Morrison in the Original Filing and is hereby amended to state the corrected weighted average price based on the 9,167 shares sold by Mr. Morrison on May 2, 2018. The number of shares beneficially owned by Mr. Morrison as a result of the sale of 9,167 shares on May 2, 2018 as reported in the Original Filing is hereby amended to correct the aforementioned clerical error. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.90 to $9.15. 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. |
| 4. In the Original Filing, the number of shares owned by Mr. Morrison's wife as custodian for two UTMA accounts was overstated by 574 shares due to a clerical error. The number of shares beneficially owned by Mr. Morrison's wife as custodian for two UTMA accounts as reported in the Original Filing is hereby amended to correct the aforementioned clerical error. |
| 5. 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. |
| 6. This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings. |
| /s/ Robert V. Jahrling, as attorney-in-fact | 11/05/2018 | |
| ** 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. | ||