CUSIP
No. 37245R107
|
Page 2 of
16
|
1.
|
Name
of Reporting Person
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
||
Mercury
Fund VII, Ltd. I.R.S. Identification No.
20-4881368
|
||
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)¨
(b)¨
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Texas
|
Number
of
|
5.
|
Sole
Voting Power
|
225,461(1)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
-0-
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
225,461(1)
|
Reporting
|
|||
Person
With
|
8.
|
Shared
Dispositive Power
|
-0-
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
225,461(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
~
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
3.79%(2)
|
12.
|
Type
of Reporting Person*
|
PN
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, Ltd.
("Mercury Ventures II"), which is the General Partner of Mercury Fund VII,
Ltd. ("Mercury VII").
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
CUSIP
No. 37245R107
|
Page 3 of
16
|
1.
|
Name
of Reporting Person
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
||
Mercury
Fund VIII, Ltd. I.R.S. Identification No.
26-1440289
|
||
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)¨
(b)¨
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Texas
|
Number
of
|
5.
|
Sole
Voting Power
|
242,471(1)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
-0-
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
242,471(1)
|
Reporting
|
|||
Person
With
|
8.
|
Shared
Dispositive Power
|
-0-
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
242,471(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
~
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
4.07%(2)
|
12.
|
Type
of Reporting Person*
|
PN
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of Mercury Fund VIII, Ltd. ("Mercury
VIII").
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
CUSIP
No. 37245R107
|
Page 4 of
16
|
1. |
I.
R. S. Identification No. of Above Person (entities only)
|
|
Mercury
Ventures II, Ltd. I.R.S. Identification
No. 20-4736567
|
||
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)¨
(b)¨
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Texas
|
Number
of
|
5.
|
Sole
Voting Power
|
467,932(1)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
-0-
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
467,932(1)
|
Reporting
|
|||
Person
With
|
8.
|
Shared
Dispositive Power
|
-0-
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
467,932(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
~
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.86%(2)
|
12.
|
Type
of Reporting Person*
|
PN
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of Mercury VII and Mercury VIII, the owners of all
225,461 and 242,471 shares,
respectively.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
CUSIP
No. 37245R107
|
Page 5 of
16
|
1.
|
Name
of Reporting Person
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
||
Mercury
Management, L.L.C. I.R.S.
Identification No. 75-2796232
|
||
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)¨
(b)¨
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Texas
|
Number
of
|
5.
|
Sole
Voting Power
|
467,932(1)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
-0-
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
467,932(1)
|
Reporting
|
|||
Person
With
|
8.
|
Shared
Dispositive Power
|
-0-
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
467,932(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
~
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.86%(2)
|
12.
|
Type
of Reporting Person*
|
OO
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II. Mercury
Ventures II is the General Partner of Mercury VII and Mercury
VIII. Includes 225,461 shares owned by Mercury VII and 242,471
shares owned by Mercury VIII.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
CUSIP
No. 37245R107
|
Page 6 of
16
|
1.
|
Name
of Reporting Person
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
||
Kevin
C. Howe
|
||
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)¨
(b)¨
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United States
|
Number
of
|
5.
|
Sole
Voting Power
|
467,932(1)
|
Shares
|
|||
Beneficially
|
6.
|
Shared
Voting Power
|
-0-
|
Owned
by
|
|||
Each
|
7.
|
Sole
Dispositive Power
|
467,932(1)
|
Reporting
|
|||
Person
With
|
8.
|
Shared
Dispositive Power
|
-0-
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
467,932(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
~
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.86%(2)
|
12.
|
Type
of Reporting Person*
|
IN
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II. Mercury
Ventures II is the General Partner of Mercury VII and Mercury
VIII. Includes 225,461 shares owned by Mercury VII and 242,471
shares owned by Mercury VIII.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17, 2010, of which 3.79% is owned by
Mercury VII and 4.07% is owned by Mercury
VIII.
|
CUSIP
No. 37245R107
|
Page 7 of
16
|
Item
1(a).
|
Name
of Issuer:
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
Item
2(a).
|
Name
of Person Filing:
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
Item
2(c).
|
Citizenship:
|
|
Mercury
VII's place of organization is
Texas
|
|
Mercury
VIII's place of organization is
Texas
|
|
Mercury
Ventures II's place of organization is
Texas
|
|
Mercury
Management's place of organization is
Texas
|
|
Mr.
Howe is a citizen of the United
States
|
Item 2(d).
|
Title
of Class of Securities:
|
|
Common
Stock, $0.01 par value per share
|
Item
2(e).
|
CUSIP
Number:
|
|
237917-20-8
|
CUSIP
No. 37245R107
|
Page 8 of
16
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
Not
Applicable.
|
Item
4.
|
Ownership:
|
(a)
|
Amount
beneficially owned:
|
225,461 | (1) | |||
(b)
|
Percent
of class:
|
3.79 | %(2) | |||
(c)
|
Number
of shares as to which the person has:
|
|||||
(i)
|
Sole
power to vote or direct the vote
|
225,461 | (1) | |||
(ii)
|
Shared
power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
225,461 | (1) | |||
(iv)
|
Shared
power to dispose or the disposition of
|
-0- |
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of Mercury VII.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
(a)
|
Amount
beneficially owned:
|
242,471 | (1) | |||
(b)
|
Percent
of class:
|
4.07 | %(2) | |||
(c)
|
Number
of shares as to which the person has:
|
|||||
(i)
|
Sole
power to vote or direct the vote
|
242,471 | (1) | |||
(ii)
|
Shared
power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
242,471 | (1) | |||
(iv)
|
Shared
power to dispose or the disposition of
|
-0- |
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of Mercury
VIII.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
CUSIP
No. 37245R107
|
Page 9 of
16
|
(a)
|
Amount
beneficially owned:
|
467,932 | (1) | |||
(b)
|
Percent
of class:
|
7.86 | %(2) | |||
(c)
|
Number
of shares as to which the person has:
|
|||||
(i)
|
Sole
power to vote or direct the vote
|
467,932 |
(1)
|
|||
(ii)
|
Shared
power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
467,932 |
(1)
|
|||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0- |
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of Mercury VII and Mercury VIII, the owners of 225,461
and 242,471 shares, respectively.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17,
2010.
|
(a)
|
Amount
beneficially owned:
|
467,932 | (1) | |||
(b)
|
Percent
of class:
|
7.86 | %(2) | |||
(c)
|
Number
of shares as to which the person has:
|
|||||
(i)
|
Sole
power to vote or direct the vote
|
467,932 |
(1)
|
|||
(ii)
|
Shared
power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
467,932 |
(1)
|
|||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0- |
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II. Mercury
Ventures II is the General Partner of Mercury VII and Mercury
VIII. Includes 225,461 shares owned by Mercury VII and 242,471
shares owned by Mercury VIII.
|
(2)
|
Assumes
a total of 5,763,215 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 filed on December 17, 2010, of which 3.79% is owned by
Mercury VII and 4.07% is owned by Mercury
VIII.
|
CUSIP
No. 37245R107
|
Page 10 of
16
|
(a)
|
Amount
beneficially owned:
|
467,932 | (1) | |||
(b)
|
Percent
of class:
|
7.86 | %(2) | |||
(c)
|
Number
of shares as to which the person has:
|
|||||
(i)
|
Sole
power to vote or direct the vote
|
467,932 | (1) | |||
(ii)
|
Shared
power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
467,932 | (1) | |||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0- |
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures
II. Mercury Ventures II is the General Partner of Mercury VII
and Mercury VIII. Includes 225,461 shares owned by Mercury VII
and 242,471 shares owned by Mercury
VIII.
|
(2)
|
Assumes
a total of 5,952,987 shares of common stock outstanding based on Datawatch
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2010, filed on December 17, 2010 of which 3.79% is owned by
Mercury VII and 4.07% is owned by Mercury
VIII.
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
CUSIP
No. 37245R107
|
Page 11 of
16
|
Item
9.
|
Notice
of Dissolution of Group:
|
Item
10.
|
Certification:
|
CUSIP
No. 37245R107
|
Page 12 of
16
|
January
31, 2011
|
MERCURY
FUND VII, LTD.
|
||
By:
|
MERCURY
VENTURES II, LTD.
|
||
General
Partner
|
|||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
January
31, 2011
|
MERCURY
FUND VIII, LTD.
|
||
By:
|
MERCURY
VENTURES II, LTD.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
January
31, 2011
|
MERCURY
VENTURES II, LTD.
|
||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
CUSIP
No. 37245R107
|
Page 13 of
16
|
January
31, 2011
|
MERCURY
MANAGEMENT, L.L.C.
|
||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
January
31, 2011
|
/s/ Kevin C. Howe
|
||
Name:
Kevin C. Howe
|
MERCURY
FUND VII, LTD.
|
|||
By:
|
MERCURY
VENTURES II, LTD.
|
||
General
Partner
|
|||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
MERCURY
FUND VIII, LTD.
|
|||
By:
|
MERCURY
VENTURES II, LTD.
|
||
General
Partner
|
|||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
MERCURY
VENTURES II, LTD.
|
|||
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
||
General
Partner
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
MERCURY
MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Kevin C. Howe
|
||
Name:
|
Kevin
C. Howe
|
||
Title:
|
Manager
|
||
/s/ Kevin C. Howe
|
|||
Name:
Kevin C. Howe
|