0001144204-18-064479.txt : 20181213 0001144204-18-064479.hdr.sgml : 20181213 20181213171528 ACCESSION NUMBER: 0001144204-18-064479 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181120 FILED AS OF DATE: 20181213 DATE AS OF CHANGE: 20181213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cox Christopher T CENTRAL INDEX KEY: 0001557341 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 181233908 MAIL ADDRESS: STREET 1: CADWALADER, WICKERSHAM & TAFT LLP STREET 2: ONE WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 4 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 978-441-2200 MAIL ADDRESS: STREET 1: 4 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 4 1 tv508868_4.xml OWNERSHIP DOCUMENT X0306 4 2018-11-20 1 0000792130 DATAWATCH CORP DWCH 0001557341 Cox Christopher T C/O DATAWATCH CORPORATION 4 CROSBY DRIVE BEDFORD MA 01730 1 0 0 0 Common Stock 2018-11-20 5 G 0 E 31000 0 D 310570 D Common Stock 2018-12-13 4 U 0 298069 D 12501 D Common Stock 2018-12-13 4 D 0 12501 D 0 D Common Stock 2018-12-13 4 U 0 35000 D 0 I See Footnote Reflects the pro rata distribution for no additional consideration from WC Capital, LLC, of which Mr. Cox is managing member, exempt pursuant to Rule 16a-13. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 5, 2018, by and among Datawatch Corporation, a Delaware corporation (the "Company"), Altair Engineering Inc., a Delaware corporation (the "Altair"), and Dallas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Altair (the "Purchaser"), and the terms of the Tender and Support Agreement, dated as of November 5, 2018, by and among Altair, Purchaser and each stockholder of the Company listed on Annex I of the Tender and Support Agreement, the reporting person disposed of these shares of the Company's Common Stock in the tender offer launched by Purchaser Pursuant to the terms of restricted stock unit ("RSU") grant agreements, the vesting of RSUs was accelerated in connection with the Merger and such RSUs became fully vested effective immediately prior to the effective time of the merger contemplated by the Merger Agreement (the "Merger"). Pursuant to the terms of the Merger Agreement, each such RSU was cancelled in the Merger and, in lieu of any issuance of shares in settlement of such RSU, converted into the right to receive a cash payment equal to $13.10 per share (without interest and less any applicable tax withholding). Pursuant to the terms of the Merger Agreement, these shares of the Company's Common Stock were disposed of in the tender offer launched by Purchaser. Mr. Cox's spouse is a trustee and a beneficiary of the trust that holds these securities. Mr. Cox is neither a trustee nor a beneficiary of the trust. Mr. Cox disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Cox is the beneficial owner of the securities for purposes of Section 16 or for any other purposes. /s/ Robert V. Jahrling as attorney-in-fact for Reporting Person 2018-12-13