Statement of Changes in Beneficial Ownership (4)
December 05 2017 - 5:28PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Eliason James
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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)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O DATAWATCH CORPORATION, 4 CROSBY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2017
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(Street)
BEDFORD, MA 01730
(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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12/1/2017
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A
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35000
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A
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$0
(1)
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131762
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D
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Common Stock
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12/1/2017
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A
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5000
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A
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$0
(2)
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136762
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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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Explanation of Responses:
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(1)
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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"). 11,666 RSUs will vest on 5/1/2019 and an additional 11,666 RSUs will vest on 5/1/2020, with the final 11,667 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.
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(2)
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The securities awarded on 12/1/2017 are in the form of RSUs issued pursuant to the Plan. 1,666 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 1,666 RSUs will vest on 11/15/2019 and (ii) the final 1,667 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.
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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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Eliason James
C/O DATAWATCH CORPORATION
4 CROSBY DRIVE
BEDFORD, MA 01730
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Chief Financial Officer
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Signatures
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/s/ Robert V. Jahrling, as attorney-in-fact
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12/5/2017
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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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