SEC Form 4 · accession 0001144204-18-064485
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 13, 2018
Accepted (ET)
Dec 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 StockF1,F2 | Dec 13, 2018 | U | 115,659 | — | D | 143,334 | D | |
| Common StockF3 | Dec 13, 2018 | D | 108,334 | — | D | 35,000 | D | |
| Common StockF4 | Dec 13, 2018 | D | 35,000 | — | D | 0 | D | |
| Common StockF5,F6 | Dec 13, 2018 | U | 119,463 | — | D | 0 | I | Trustee |
| Common StockF5,F7,F8 | Dec 13, 2018 | U | 5,985 | — | D | 0 | 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)F8,F9 | $12.92 | Dec 13, 2018 | D | 75,000 | D | — | Apr 22, 2023 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Amount no longer includes 20,000 performance-based RSUs awarded to Mr. Morrison on December 1, 2017, which did not vest.
- F3Pursuant 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).
- F4Pursuant 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.
- F5Pursuant 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 for a cash payment equal to $13.10 per share.
- 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.
- F9Pursuant to the terms of the Merger Agreement, each vested stock option of the Company that is outstanding and vested was cancelled in exchange for a payment in cash equal to the product of (i) the total amount of Common Stock of the Company subject to such vested stock option immediately prior to such cancellation and (ii) the excess, if any, of $13.10 over the exercise price per share of Common Stock subject to such vested stock option immediately prior to such cancellation.