Datawatch Corporation
DATAWATCH CORP (Form: 4, Received: 05/20/2014 20:07:00)
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 or Section 30(h) 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)

5/16/2014
(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   5/16/2014     F    10000   (1) D $12.31   (2) 382687   D    
Common Stock   5/19/2014     S    18438   (3) D $12.713   (4) 364249   D    
Common Stock   5/20/2014     S    51562   (3) D $12.30   (5) 312687   D    
Common Stock                  88   I   By Daughter   (6)
Common Stock                  60   I   By Daughter   (6)
Common Stock                  44   I   By Son   (6)
Common Stock                  119463   I   Trustee   (7)
Common Stock                  17858   I   Spouse   (8)

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

Explanation of Responses:
( 1)  This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person in order to cover taxes due in connection with the vesting of restricted stock units.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.245 to $12.50. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
( 3)  This transaction was effected to reduce the number of shares held by the reporting person that are pledged as collateral through a margin account in order to comply with the Issuer's recently amended insider trading policy, which discourages margin positions against the Issuer's stock.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.50 to $13.365. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
( 5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.05 to $12.62. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
( 6)  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.
( 7)  These shares are owned by Merrill Lynch, Trustee f/b/o Michael Morrison Roth IRA.
( 8)  13,500 shares are owned by Mr. Morrison's wife as custodian for five UTMA accounts and 4,358 shares are owned by Mr. Morrison's wife outright. 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.

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
/s/ William B. Asher, Jr. 5/20/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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