SEC Form 4 · accession 0001144204-18-008031
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
Feb 9, 2018
Accepted (ET)
Feb 13, 2018 · 5:16 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 StockF2 | Feb 9, 2018 | F | 3,386 | $10.43 | D | 232,189 | D | |
| Common Stock | Feb 9, 2018 | M | 100,000 | $3.46 | A | 332,189 | D | |
| Common Stock | Feb 12, 2018 | F | 927 | $10.20 | D | 331,262 | D | |
| Common StockF4 | Feb 12, 2018 | S | 21,631 | $10.16 | D | 309,631 | D | |
| Common StockF5 | Feb 13, 2018 | S | 14,056 | $10.03 | D | 295,575 | D | |
| Common StockF6 | holding | — | — | — | 119,463 | I | Trustee | |
| Common StockF7,F8 | holding | — | — | — | 5,985 | I | Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F9 | $3.46 | Feb 9, 2018 | M | 100,000 | D | — | Feb 10, 2018 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1The purpose of this sale is to pay for tax liabilities incurred by Mr. Morrison upon the vesting of certain restricted stock units.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.40 to $10.45. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
- F3The purpose of this sale was to cover the cost of: (i) the aggregate exercise price payable by the reporting person and (ii) income taxes liabilities of the reporting person upon the exercise of stock options reported in this Form 4 in a row dated 2/9/2018.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.20. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
- F6These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.
- F7These 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.
- F8This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings.
- F9The stock option, representing a right to purchase a total of 100,000 shares of Common Stock of the Issuer, became fully exercisable on February 11, 2014.