Sec Form 4 Filing - Morrison Michael Anthony @ DATAWATCH CORP - 2018-12-13

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 Morrison Michael Anthony 2. Issuer Name and Ticker or Trading Symbol DATAWATCH CORP [ DWCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O DATAWATCH CORPORATION, 4 CROSBY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2018 (Street) BEDFORD, MA01730 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/13/2018 U 115,659 D 143,334 ( 2 ) D Common Stock 12/13/2018 D 108,334 D 35,000 D Common Stock 12/13/2018 D 35,000 D 0 D Common Stock 12/13/2018 U 119,463 D 0 I Trustee ( 6 ) Common Stock 12/13/2018 U 5,985 D 0 I Spouse ( 7 ) ( 8 )

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 Stock Option (right to buy) $ 12.92 12/13/2018 D 75,000 ( 9 ) 04/22/2023 Common Stock 75,000 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morrison Michael Anthony C/O DATAWATCH CORPORATION 4 CROSBY DRIVE BEDFORD, MA01730 X President & CEO Signatures /s/ Robert V. Jahrling as attorney-in-fact for Reporting Person 12/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Amount no longer includes 20,000 performance-based RSUs awarded to Mr. Morrison on December 1, 2017, which did not vest. ( 3 )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). ( 4 )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. ( 5 )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. ( 6 )These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA. ( 7 )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. ( 8 )This amount includes 192 shares owned by Mr. Morrison's children held in UTMA accounts which were previously reported as separate holdings. ( 9 )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.

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