Sec Form 4 Filing - G2 Investment Partners Management LLC @ DATAWATCH CORP - 2017-01-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
G2 Investment Partners Management LLC
2. Issuer Name and Ticker or Trading Symbol
DATAWATCH CORP [ DWCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE ROCKEFELLER PLAZA, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2017
(Street)
NEW YORK, NY10020
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/13/2017 01/13/2017 S 7,353 D $ 5.68 ( 2 ) 1,232,367 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 P 4,175 A $ 5.75 ( 3 ) 1,236,542 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 S 73 D $ 5.85 1,236,470 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 P 2,282 A $ 5.8 ( 4 ) 1,238,751 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 S 1,581 D $ 5.81 ( 5 ) 1,237,170 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 P 687 A $ 5.81 ( 6 ) 1,237,858 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 S 481 D $ 5.8 1,237,377 I See Footnote ( 1 )
Common Stock 01/13/2017 01/13/2017 P 1,512 A $ 5.8 ( 7 ) 1,238,888 I See Footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
G2 Investment Partners Management LLC
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY10020
X
G2 Investment Partners GP LLC
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY10020
X
Goldberg Josh
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY10020
X
Signatures
G2 Investment Partners Management, LLC, By: /s/ Josh Goldberg, Managing Member 01/18/2017
Signature of Reporting Person Date
G2 Investment Partners GP LLC, By: /s/ Josh Goldberg, Managing Member 01/18/2017
Signature of Reporting Person Date
/s/ Josh Goldberg 01/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held in the accounts of private investment funds managed by G2 Investment Partners Management LLC ("G2 Investment Partners Management") and may be deemed to be beneficially owned by (i) G2 Investment Partners Management, (ii) G2 Investment Partners GP LLC, and (iii) Josh Goldberg, the managing member of G2 Investment Partners Management and G2 Investment Partners GP LLC (collectively, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
( 2 )The reported price is the weighted average sale price for sales on January 13, 2017 by the Reporting Persons. The actual prices of such sales ranged from $5.65 to $5.70. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )The reported price is the weighted average purchase price for purchases on January 13, 2017 by the Reporting Persons. The actual prices of such purchases ranged from $5.70 to $5.85. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 4 )The reported price is the weighted average purchase price for purchases on January 13, 2017 by the Reporting Persons. The actual prices of such purchases ranged from $5.75 to $5.90. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 5 )The reported price is the weighted average sale price for sales on January 13, 2017 by the Reporting Persons. The actual prices of such sales ranged from $5.75 to $5.90. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 6 )The reported price is the weighted average purchase price for purchases on January 13, 2017 by the Reporting Persons. The actual prices of such purchases ranged from $5.80 to $5.85. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 7 )The reported price is the weighted average purchase price for purchases on January 13, 2017 by the Reporting Persons. The actual prices of such purchases ranged from $5.80 to $5.85. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

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