SEC Form 4 · accession 0001144204-18-064482
DATAWATCH CORP · DWCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard De J Osborne
Director
Period of report
Dec 13, 2018
Accepted (ET)
Dec 13, 2018 · 5:15 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,F2 | Dec 13, 2018 | U | 383,001 | — | D | 12,501 | D | |
| Common StockF3 | Dec 13, 2018 | D | 12,501 | — | D | 0 | D | |
| Common StockF4,F5 | Dec 13, 2018 | U | 3,000 | — | D | 0 | I | Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 143,370 shares held by Carnegie Hill Associates, LLC. Mr. Osborne is the Managing Principal of Carnegie Hill Associates, LLC and may be deemed a beneficial owner of the shares held by Carnegie Hill Associates, LLC. Mr. Osborne disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F2Pursuant 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.
- F3Pursuant to the terms of restricted stock unit ("RSU") grant agreements, the vesting of 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 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).
- F4Pursuant 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.
- F5These shares were owned by Mr. Osborne's wife. The reporting person acquired beneficial ownership of these shares upon his marriage to the owner of the shares on November 22, 2014. 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.