SEC Form 4 · accession 0001144204-17-062442
DATAWATCH CORP · DWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Anthony Morrison
Officer — President & CEO · Director
Period of report
Dec 1, 2017
Accepted (ET)
Dec 5, 2017 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000792130
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 1, 2017 | A | 70,000 | $0.00 | A | 215,575 | D | |
| Common StockF2 | Dec 1, 2017 | A | 20,000 | $0.00 | A | 235,575 | D | |
| Common StockF3 | holding | — | — | — | 119,463 | I | Trustee | |
| Common StockF4,F5 | holding | — | — | — | 15,297 | I | Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities awarded on 12/1/2017 are in the form of restricted stock units (RSUs) issued pursuant to the Datawatch Third Amended and Restated 2011 Equity Compensation and Incentive Plan (the "Plan"). 23,333 RSUs will vest on 5/1/2019 and an additional 23,333 RSUs will vest on 5/1/2020, with the final 23,334 RSUs vesting on 5/1/2021. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event.
- F2The securities awarded on 12/1/2017 are in the form of RSUs issued pursuant to the Plan. 6,666 RSUs will vest on 11/15/2018 following Datawatch's release of its fiscal 2018 earnings only if Datawatch achieves its revenue target for fiscal year 2018 as determined by the Board of Directors of Datawatch. If Datawatch achieves its annual revenue target during fiscal 2018, then (i) an additional 6,667 RSUs will vest on 11/15/2019 and (ii) the final 6,667 RSUs will vest on 11/15/2020. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event.
- F3These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.
- F4These shares are owned by Mr. Morrison's wife as custodian for five 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.
- F5This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings.