- Statement of Changes in Beneficial Ownership (4)
November 19 2009 - 2:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Incropera Daniel F
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2. Issuer Name
and
Ticker or Trading Symbol
DATAWATCH CORP
[
DWCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Corporate Controller & VP
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(Last)
(First)
(Middle)
C/O DATAWATCH CORPORATION, 271 MILL ROAD, QUORUM OFFICE PARK
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2009
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(Street)
CHELMSFORD, MA 01824
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2009
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A
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500
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A
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$0
(1)
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17500
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
(2)
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$2.35
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11/17/2009
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A
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1500
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(3)
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11/17/2016
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Common Stock
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1500
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$0
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19000
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D
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Explanation of Responses:
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(
1)
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The securities awarded on November 17, 2009 are in the form of restricted stock units (RSUs) issued pursuant to the Datawatch
Corporation 2006 Equity Compensation and Incentive Plan.
166 RSUs will vest on 11/17/2010 and an additional 166 RSUs will vest on 11/17/2011, with the final 168 RSUs vesting on
11/17/2012. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other
change of control event.
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(
2)
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Stock options issued pursuant to the Datawatch Corporation 2006 Equity Compensation and Incentive Plan.
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(
3)
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125 shares will vest quarterly from the date of grant (February 3, 2009) for 12 quarters. This vesting schedule is subject
to acceleration in certain instances in connection with an acquisition or other change of control event.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Incropera Daniel F
C/O DATAWATCH CORPORATION
271 MILL ROAD, QUORUM OFFICE PARK
CHELMSFORD, MA 01824
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Corporate Controller & VP
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Signatures
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By: /s/ Daniel F. Incropera
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11/17/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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