Datawatch Corporation
DATAWATCH CORP (Form: 4, Received: 02/15/2011 18:59:22)
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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 and CEO
(Last)          (First)          (Middle)

C/O DATAWATCH CORPORATION, 271 MILL ROAD, QUORUM OFFICE PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2011
(Street)

CHELMSFORD, MA 01824
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/11/2011     A    25000   A $0   (1) 254879   D    
Common Stock                  48821   I   Trustee   (2)
Common Stock                  16300   I   Spouse   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   (4) $3.51   2/11/2011     A      100000         (5) 2/11/2021   Common Stock   100000   $0   100000   D    

Explanation of Responses:
( 1)  The securities awarded on February 11, 2011 are in the form of restricted stock units (RSUs) issued pursuant to the Datawatch Corporation 2006 Equity Compensation and Incentive Plan. 8,333 RSUs will vest on 2/11/2012 and an additional 8,333 RSUs will vest on 2/11/2013, with the final 8,334 RSUs vesting on 2/11/14, subject to the further vesting condition that the price at which the Common Stock of Datawatch Corporation trades on a national stock exchange must exceed $10.00 per share for twenty consecutive days on or prior to February 14, 2016. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event.
( 2)  These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.
( 3)  These shares are owned by Colleen Morrison as Custodian for six UTMA accounts. Mr. Morrison disclaims beneficial ownership of these shares.
( 4)  Stock options issued pursuant to the Datawatch Corporation 2006 Equity Compensation and Incentive Plan.
( 5)  8,333 will vest on 5/11/11 and an additional 8,333 shares will vest at the end of each three-month period thereafter for ten (10) such periods, with 8,337 vesting on 2/11/14. This vesting schedule is subject to acceleration in certain instances in connection with an acquisition or other change of control event.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Morrison Michael Anthony
C/O DATAWATCH CORPORATION
271 MILL ROAD, QUORUM OFFICE PARK
CHELMSFORD, MA 01824
X
President and CEO

Signatures
By: Michael A. Morrison 2/15/2011
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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