CUSIP No. 37245R107
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Page 2 of 16
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1.
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Name of Reporting Person
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I. R. S. Identification No. of Above Person (entities only)
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Mercury Fund VII, Ltd. I.R.S. Identification No. 20-4881368
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)¨
(b)¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Texas
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Number of
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5.
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Sole Voting Power
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100,388(1)
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Shares
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Beneficially
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6.
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Shared Voting Power
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-0-
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Owned by
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|||
Each
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7.
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Sole Dispositive Power
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100,388(1)
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Reporting
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|||
Person With
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8.
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Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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100,388(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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~
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11.
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Percent of Class Represented by Amount in Row (9)
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1.63%(2)
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12.
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Type of Reporting Person*
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PN
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(1)
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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").
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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CUSIP No. 37245R107
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Page 3 of 16
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1.
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Name of Reporting Person
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I. R. S. Identification No. of Above Person (entities only)
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Mercury Fund VIII, Ltd. I.R.S. Identification No. 26-1440289
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)¨
(b)¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Texas
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Number of
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5.
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Sole Voting Power
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198,061(1)
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Shares
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|||
Beneficially
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6.
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Shared Voting Power
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-0-
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Owned by
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|||
Each
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7.
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Sole Dispositive Power
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198,061(1)
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Reporting
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|||
Person With
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8.
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Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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198,061(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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~
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11.
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Percent of Class Represented by Amount in Row (9)
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3.21%(2)
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12.
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Type of Reporting Person*
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PN
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(1)
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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").
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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CUSIP No. 37245R107
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Page 4 of 16
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1. |
I. R. S. Identification No. of Above Person (entities only)
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Mercury Ventures II, Ltd. I.R.S. Identification No. 20-4736567
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)¨
(b)¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Texas
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Number of
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5.
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Sole Voting Power
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298,449(1)
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Shares
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|||
Beneficially
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6.
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Shared Voting Power
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-0-
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Owned by
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|||
Each
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7.
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Sole Dispositive Power
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298,449(1)
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Reporting
|
|||
Person With
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8.
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Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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298,449(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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~
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11.
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Percent of Class Represented by Amount in Row (9)
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4.84%(2)
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12.
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Type of Reporting Person*
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PN
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(1)
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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 100,388 and 198,061 shares, respectively.
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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CUSIP No. 37245R107
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Page 5 of 16
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1.
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Name of Reporting Person
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I. R. S. Identification No. of Above Person (entities only)
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Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)¨
(b)¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Texas
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Number of
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5.
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Sole Voting Power
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298,449(1)
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Shares
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|||
Beneficially
|
6.
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Shared Voting Power
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-0-
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Owned by
|
|||
Each
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7.
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Sole Dispositive Power
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298,449(1)
|
Reporting
|
|||
Person With
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8.
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Shared Dispositive Power
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-0-
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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298,449(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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~
|
11.
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Percent of Class Represented by Amount in Row (9)
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4.84%(2)
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12.
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Type of Reporting Person*
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OO
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(1)
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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 100,388 shares owned by Mercury VII and 198,061 shares owned by Mercury VIII.
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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CUSIP No. 37245R107
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Page 6 of 16
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1.
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Name of Reporting Person
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I. R. S. Identification No. of Above Person (entities only)
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Kevin C. Howe
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)¨
(b)¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
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5.
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Sole Voting Power
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298,449(1)
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Shares
|
|||
Beneficially
|
6.
|
Shared Voting Power
|
-0-
|
Owned by
|
|||
Each
|
7.
|
Sole Dispositive Power
|
298,449(1)
|
Reporting
|
|||
Person With
|
8.
|
Shared Dispositive Power
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-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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298,449(1)
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10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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~
|
11.
|
Percent of Class Represented by Amount in Row (9)
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4.84%(2)
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12.
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Type of Reporting Person*
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IN
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(1)
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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 100,388 shares owned by Mercury VII and 198,061 shares owned by Mercury VIII.
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011, of which 1.63% is owned by Mercury VII and 3.21% is owned by Mercury VIII.
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CUSIP No. 37245R107
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Page 7 of 16
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Mercury VII's place of organization is Texas
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Mercury VIII's place of organization is Texas
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Mercury Ventures II's place of organization is Texas
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Mercury Management's place of organization is Texas
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Mr. Howe is a citizen of the United States
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share
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Item 2(e).
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CUSIP Number:
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237917-20-8
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CUSIP No. 37245R107
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Page 8 of 16
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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Item 4.
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Ownership:
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(a)
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Amount beneficially owned:
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100,388 | (1) | |||
(b)
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Percent of class:
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1.63 | %(2) | |||
(c)
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Number of shares as to which the person has:
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|||||
(i)
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Sole power to vote or direct the vote
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100,388 | (1) | |||
(ii)
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Shared power to vote or direct the vote
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-0- | ||||
(iii)
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Sole power to dispose or to direct the disposition of
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100,388 | (1) | |||
(iv)
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Shared power to dispose or the disposition of
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-0- |
(1)
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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.
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(2)
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Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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(a)
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Amount beneficially owned:
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198,061 | (1) | |||
(b)
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Percent of class:
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3.21 | %(2) | |||
(c)
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Number of shares as to which the person has:
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|||||
(i)
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Sole power to vote or direct the vote
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198,061 | (1) | |||
(ii)
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Shared power to vote or direct the vote
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-0- | ||||
(iii)
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Sole power to dispose or to direct the disposition of
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198,061 | (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 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
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CUSIP No. 37245R107
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Page 9 of 16
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(a)
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Amount beneficially owned:
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298,449 | (1) | |||
(b)
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Percent of class:
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4.84 | %(2) | |||
(c)
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Number of shares as to which the person has:
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|||||
(i)
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Sole power to vote or direct the vote
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298,449 |
(1)
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|||
(ii)
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Shared power to vote or direct the vote
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-0- | ||||
(iii)
|
Sole power to dispose or to direct the disposition of
|
298,449 |
(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 100,388 and 198,061 shares, respectively.
|
(2)
|
Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011.
|
(a)
|
Amount beneficially owned:
|
298,449 | (1) | |||
(b)
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Percent of class:
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4.84 | %(2) | |||
(c)
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Number of shares as to which the person has:
|
|||||
(i)
|
Sole power to vote or direct the vote
|
298,449 |
(1)
|
|||
(ii)
|
Shared power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole power to dispose or to direct the disposition of
|
298,449 |
(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 100,388 shares owned by Mercury VII and 198,061 shares owned by Mercury VIII.
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(2)
|
Assumes a total of 5,763,215 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 11, 2011, of which 1.63% is owned by Mercury VII and 3.21% is owned by Mercury VIII.
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CUSIP No. 37245R107
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Page 10 of 16
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(a)
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Amount beneficially owned:
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298,449 | (1) | |||
(b)
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Percent of class:
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4.84 | %(2) | |||
(c)
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Number of shares as to which the person has:
|
|||||
(i)
|
Sole power to vote or direct the vote
|
298,449 | (1) | |||
(ii)
|
Shared power to vote or direct the vote
|
-0- | ||||
(iii)
|
Sole power to dispose or to direct the disposition of
|
298,449 | (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 100,388 shares owned by Mercury VII and 198,061 shares owned by Mercury VIII.
|
(2)
|
Assumes a total of 6,160,899 shares of common stock outstanding based on Datawatch Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 11, 2011 of which 1.63% is owned by Mercury VII and 3.21% is owned by Mercury VIII.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Item 8.
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Identification and Classification of Members of the Group:
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CUSIP No. 37245R107
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Page 11 of 16
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Item 9.
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Notice of Dissolution of Group:
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Item 10.
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Certification:
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CUSIP No. 37245R107
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Page 12 of 16
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November 7, 2011
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MERCURY FUND VII, LTD.
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By:
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MERCURY VENTURES II, LTD.
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General Partner
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|||
By:
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MERCURY MANAGEMENT, L.L.C.
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General Partner
|
|||
By:
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/s/ Kevin C. Howe
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Name:
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Kevin C. Howe
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Title:
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Manager
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November 7, 2011
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MERCURY FUND VIII, LTD.
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By:
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MERCURY VENTURES II, LTD.
|
||
General Partner
|
|||
By:
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/s/ Kevin C. Howe
|
||
Name:
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Kevin C. Howe
|
||
Title:
|
Manager
|
||
By:
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MERCURY MANAGEMENT, L.L.C.
|
||
General Partner
|
|||
By:
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/s/ Kevin C. Howe
|
||
Name:
|
Kevin C. Howe
|
||
Title:
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Manager
|
||
November 7, 2011
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MERCURY VENTURES II, LTD.
|
||
By:
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MERCURY MANAGEMENT, L.L.C.
|
||
General Partner
|
|||
By:
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/s/ Kevin C. Howe
|
||
Name:
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Kevin C. Howe
|
||
Title:
|
Manager
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CUSIP No. 37245R107
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Page 13 of 16
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November 7, 2011
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MERCURY MANAGEMENT, L.L.C.
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||
By:
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/s/ Kevin C. Howe
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||
Name:
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Kevin C. Howe
|
||
Title:
|
Manager
|
||
November 7, 2011
|
/s/ Kevin C. Howe
|
||
Name: Kevin C. Howe
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MERCURY FUND VII, LTD.
|
|||
By:
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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:
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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
|