0001144204-18-064485.txt : 20181213 0001144204-18-064485.hdr.sgml : 20181213 20181213171617 ACCESSION NUMBER: 0001144204-18-064485 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181213 FILED AS OF DATE: 20181213 DATE AS OF CHANGE: 20181213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morrison Michael Anthony CENTRAL INDEX KEY: 0001296592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 181233918 MAIL ADDRESS: STREET 1: 7 OVERLOOK DRIVE CITY: GROTON STATE: MA ZIP: 01450 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 tv508872_4.xml OWNERSHIP DOCUMENT X0306 4 2018-12-13 1 0000792130 DATAWATCH CORP DWCH 0001296592 Morrison Michael Anthony C/O DATAWATCH CORPORATION 4 CROSBY DRIVE BEDFORD MA 01730 1 1 0 0 President & CEO Common Stock 2018-12-13 4 U 0 115659 D 143334 D Common Stock 2018-12-13 4 D 0 108334 D 35000 D Common Stock 2018-12-13 4 D 0 35000 D 0 D Common Stock 2018-12-13 4 U 0 119463 D 0 I Trustee Common Stock 2018-12-13 4 U 0 5985 D 0 I Spouse Stock Option (right to buy) 12.92 2018-12-13 4 D 0 75000 D 2023-04-22 Common Stock 75000 0 D 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 for a cash payment equal to $13.10 per share. Amount no longer includes 20,000 performance-based RSUs awarded to Mr. Morrison on December 1, 2017, which did not vest. Pursuant to the terms of restricted stock unit ("RSU") grant agreements, the vesting of certain 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 vested 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, unvested RSUs were cancelled at the effective time of the Merger and converted into a substitute right to receive a cash payment equal to $13.10 per share (without interest and less any applicable tax withholding) to be paid by Altair only if such conditions to vesting of the RSUs are satisfied prior to the vesting date of the RSUs; provided that if the reporting person's employment is terminated by the surviving corporation of the Merger or its affiliates prior to the vesting date under conditions that would have accelerated the vesting of such RSUs had the RSUs remained outstanding, then such vesting shall be accelerated as of the date of the termination of the reporting person's employment. 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 for a cash payment equal to $13.10 per share. These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA. 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. This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings. Pursuant to the terms of the Merger Agreement, each vested stock option of the Company that is outstanding and vested was cancelled in exchange for a payment in cash equal to the product of (i) the total amount of Common Stock of the Company subject to such vested stock option immediately prior to such cancellation and (ii) the excess, if any, of $13.10 over the exercise price per share of Common Stock subject to such vested stock option immediately prior to such cancellation. /s/ Robert V. Jahrling as attorney-in-fact for Reporting Person 2018-12-13