0001144204-18-064488.txt : 20181213 0001144204-18-064488.hdr.sgml : 20181213 20181213171720 ACCESSION NUMBER: 0001144204-18-064488 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: Eliason James CENTRAL INDEX KEY: 0001575128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 181233926 MAIL ADDRESS: STREET 1: C/O DATAWATCH CORPORATION STREET 2: 4 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 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 tv508876_4.xml OWNERSHIP DOCUMENT X0306 4 2018-12-13 1 0000792130 DATAWATCH CORP DWCH 0001575128 Eliason James C/O DATAWATCH CORPORATION 4 CROSBY DRIVE BEDFORD MA 01730 0 1 0 0 Chief Financial Officer Common Stock 2018-12-13 4 U 0 35888 D 77334 D Common Stock 2018-12-13 4 D 0 59834 D 17500 D Common Stock 2018-12-13 4 D 0 17500 D 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 5,000 performance-based RSUs awarded to Mr. Eliason 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. /s/ Robert V. Jahrling as attorney-in-fact for Reporting Person 2018-12-13