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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Morrison Michael Anthony C/O DATAWATCH CORPORATION 4 CROSBY DRIVE BEDFORD, MA 01730 |
X | President & CEO |
/s/ Robert V. Jahrling, as attorney-in-fact | 12/05/2017 | |
**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 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. |
(2) | The 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. |
(3) | These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA. |
(4) | These 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. |
(5) | This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings. |