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