Datawatch Corporation
DATAWATCH CORP (Form: 4, Received: 01/26/2017 15:27:51)
FORM 4
[ X ] 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 *

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/YYYY)

1/24/2017
(Street)

NEW YORK, NY 10020
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   1/24/2017   1/24/2017   S    20136   D $5.58   (2) 1241992   I   See Footnote   (1)
Common Stock   1/25/2017   1/25/2017   S    37265   D $5.62   (3) 1204727   I   See Footnote   (1)
Common Stock   1/26/2017   1/26/2017   S    21262   D $5.98   (4) 1183465   I   See Footnote   (1)

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)  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 24, 2017 by the Reporting Persons. The actual prices of such sales ranged from $5.40 to $5.65. 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 sale price for sales on January 25, 2017 by the Reporting Persons. The actual prices of such sales ranged from $5.60 to $5.65. 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.
( 4)  The reported price is the weighted average sale price for sales on January 26, 2017 by the Reporting Persons. The actual prices of such sales ranged from $5.80 to $6.08. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
G2 Investment Partners Management LLC
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY 10020

X

G2 Investment Partners GP LLC
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY 10020

X

Goldberg Josh
ONE ROCKEFELLER PLAZA, 23RD FLOOR
NEW YORK, NY 10020

X


Signatures
G2 Investment Partners Management, LLC, By: /s/ Josh Goldberg, Managing Member 1/26/2017
** Signature of Reporting Person Date

G2 Investment Partners GP LLC, By: /s/ Josh Goldberg, Managing Member 1/26/2017
** Signature of Reporting Person Date

/s/ Josh Goldberg 1/26/2017
** 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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