DWCH Datawatch Corp. (delisted)

CUSIP No. 237917208

CUSIP No. 237917208

CUSIP No. 237917208

 CUSIP No. 237917208

 * By virtue of being a managing principal of WC Capital, LLC.

 CUSIP No. 237917208

This Amendment No. 2 (“ Amendment No. 2 ”) amends the statement on Schedule 13D filed by the Reporting Persons on January 22, 2001 (the “ Original Schedule 13D ”) and Amendment 1 to the Original Schedule 13D (“Amendment No. 1”) filed by the Reporting Persons on January 22, 2016, relating to the shares of common stock, par value $0.01 per share (the “ Common Stock ”), of Datawatch Corporation, a Delaware corporation (the “ Issuer ”). This Amendment No. 2 amends Items 4, 5, 6 and 7 of the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

Item 4 is hereby amended by the addition of the following language:

The information stated in Item 6 is hereby incorporated by reference. In addition, WC Capital, LLC has entered into an agreement, dated as of November 5, 2018, to terminate the Investment Agreement (as defined herein) immediately upon the consummation of the merger pursuant to the Merger Agreement.

The foregoing percentages are based on 12,733,081 shares of Common Stock of Datawatch outstanding on July 25, 2018 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed by Issuer on July 27, 2018.

No transactions were effected by the Reporting Persons in shares of Common Stock during the past sixty (60) days.

Item 6 is hereby amended to add the following:

On November 5, 2018, the Issuer entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Altair Engineering, Inc., a Delaware corporation (“ Acquisition Parent ”) Dallas Merger Sub, Inc. (“ Acquisition Corp ”). Pursuant to the Merger Agreement, and upon the terms and conditions thereof, Acquisition Corp agreed to commence a cash tender offer (the “ Offer ”) to acquire all of the outstanding shares of Common Stock for a purchase price of $13.10 per share. Following the consummation of the Offer, Acquisition Corp will be merged with and into the Issuer and become a wholly-owned subsidiary of Acquisition Parent.

Concurrently with the execution of the Merger Agreement, each of Mr. Cox and WC Capital, LLC entered into that certain Tender and Support Agreement (the “ Support Agreement ”) with Acquisition Parent and Acquisition Corp. Subject to the terms of the Support Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each of Mr. Cox and WC Capital, LLC agreed to accept the Offer (as defined in the Merger Agreement) and to cause any shares of Common Stock held by them to be tendered in the Offer. Except as provided in the Support Agreement, each of Mr. Cox and WC Capital, LLC have agreed not to, among other things, transfer, sell, pledge or otherwise dispose of, or accept any tender or exchange offer with respect to, the shares of Common Stock held by them, in each case, until termination of the Support Agreement in accordance with its terms.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement filed as Exhibit 6 to this Amendment No. 2.

Item 7 of the Schedule 13D is amended by the addition of the following:

The following exhibit is incorporated into this Schedule 13D:

Exhibit 6        Tender and Support Agreement, dated as of November 5, 2018, among Altair Engineering Inc., Dallas Merger Sub, Inc., Mr. Cox and WC Capital, LLC

CUSIP No. 237917208

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: November 5, 2018