4//SEC Filing
Morrison Michael Anthony 4
Accession 0001144204-18-064485
CIK 0000792130other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 5:16 PM ET
Size
16.7 KB
Accession
0001144204-18-064485
Insider Transaction Report
Form 4
DATAWATCH CORPDWCH
Morrison Michael Anthony
DirectorPresident and CEO
Transactions
- Disposition from Tender
Common Stock
2018-12-13−115,659→ 143,334 total - Disposition to Issuer
Common Stock
2018-12-13−108,334→ 35,000 total - Disposition to Issuer
Common Stock
2018-12-13−35,000→ 0 total - Disposition from Tender
Common Stock
2018-12-13−119,463→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2018-12-13−75,000→ 0 totalExercise: $12.92Exp: 2023-04-22→ Common Stock (75,000 underlying) - Disposition from Tender
Common Stock
2018-12-13−5,985→ 0 total(indirect: By Spouse)
Footnotes (9)
- [F1]Pursuant 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.
- [F2]Amount no longer includes 20,000 performance-based RSUs awarded to Mr. Morrison on December 1, 2017, which did not vest.
- [F3]Pursuant 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).
- [F4]Pursuant 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.
- [F5]Pursuant 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.
- [F6]These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.
- [F7]These 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.
- [F8]This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings.
- [F9]Pursuant 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.
Documents
Issuer
DATAWATCH CORP
CIK 0000792130
Entity typeother
Related Parties
1- filerCIK 0001296592
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 5:16 PM ET
- Size
- 16.7 KB