SC 14D9/A

This Amendment No. 3 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”), initially filed by Datawatch Corporation, a Delaware corporation (“Datawatch”), with the Securities and Exchange Commission (the “SEC”) on November 14, 2018, relating to the tender offer by Dallas Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Altair Engineering Inc., a Delaware corporation (“Altair”), to purchase all of the outstanding shares of Datawatch’s Common Stock (the “Shares”) at a purchase price of $13.10 per Share, net to the seller in cash, without interest and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 14, 2018 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

ITEM 8.

ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the disclosure set forth below after the paragraph in the subsection titled “Certain Litigation”:

“On November 30, 2018, a lawsuit was filed against Datawatch and the members of the Datawatch Board in the United States District Court for the District of Delaware (Wilmington), captioned Walker v. Datawatch Corporation, et al. (Docket No. 1:18-cv-01896-UNA) (the “November 30 Complaint”). The November 30 Complaint alleges, among other things, that Datawatch and certain members of the Datawatch Board violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the proposed transactions with Altair. The November 30 Complaint also alleges that certain members of the Datawatch Board violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The November 30 Complaint seeks, among other things, an injunction against the consummation of the proposed transactions with Altair, rescission or an award of rescissionary damages in the event such transactions are consummated, and an award of costs for the action, including reasonable attorneys’ and experts’ fees. Datawatch believes that the allegations and claims asserted in the November 30 Complaint are without merit and intends to vigorously defend against the action. A negative outcome in the action could adversely affect Datawatch if it results in preliminary or permanent injunctive relief.”

- 2 -


Datawatch Corporation

		By: /s/ Michael Morrison
		Name: Michael Morrison Title: Chief Executive Officer