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