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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) (4) | $ 12.915 | 04/23/2013 | A | 75,000 | (5) | 04/23/2023 | Common Stock | 75,000 | $ 0 | 75,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Morrison Michael Anthony C/O DATAWATCH CORPORATION 271 MILL ROAD, QUORUM OFFICE PARK CHELMSFORD, MA 01824 |
X | President and CEO |
/s/ William B. Asher, Jr. (as attorney-in-fact for Reporting Person) | 04/25/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The securities issued on 4/23/2013 are in the form of restricted stock units (RSUs) awarded pursuant to the Datawatch Amended and Restated 2011 Equity Compensation and Incentive Plan. 10,000 RSUs will vest on 1/17/2016 and an additional 10,000 RSUs will vest at 1/17/2017, with the final 10,000 RSUs vesting on 1/17/2018, subject to the further vesting condition that the price at which Datawatch's common stock trades on a national stock exchange must exceed $17.50 per share for twenty consecutive days on or prior to January 17, 2018. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event. |
(2) | These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA. |
(3) | 13,500 shares are owned by Mr. Morrison's wife as custodian for five UTMA accounts and 4,358 shares are owned by Mr. Morrison's wife outright. Mr. Morrison disclaims beneficial ownership of these shares. |
(4) | Stock Options issued pursuant to the Datawatch Amended and Restated 2011 Equity Compensation and Incentive Plan. |
(5) | 6,250 vested on 4/17/2013 and an additional 6,250 shares will vest at the end of each three-month period thereafter for eleven (11) such periods. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event. |