13F-HR 1 form13fhr.txt NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: 3/31/2012 Check here if Amendment []; Amendment Number: ------- This Amendment (Check only one.): [] is a restatement. [] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Flatbush Watermill Management, L.L.C. Address: 1325 Avenue of the Americas - 27th Floor New York, NY 10019 Form 13F File Number: 028-14723 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this submission. Persons Signing this Report on Behalf of Reporting Manager: Name: Joshua Schwartz Title: Managing Member Phone: 212-763-8483 Signature, Place, and Date of Signing: /s/ Joshua Schwartz New York, NY 5/8/2012 --------------------------------- --------------------------------- ---------- [Signature] [City, State] [Date] Report Type (Check only one): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) List of Other Managers Reporting for this Manager: Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 0 Form 13F Information Table Entry Total: 2 Form 13F Information Table Value Total: $ 90,956,600 -------------- (In Thousands) List of Other Included Managers: Provide a numbered list of the name(s) and 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. NONE

FORM 13F INFORMATION TABLE COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 ------------------------------------ -------------- --------- ---------- ----------------- ---------- -------- ---------------- VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE ------------------------------------ -------------- --------- ---------- -------- --- ---- ---------- -------- ---- ------ ---- ~~Abercrombie & Fitch Co Common 00289620 7570200 155000 SH SOLE Sole 0 0~~ Allscripts Healthcare Solutions, Inc Common 01988P108 ~~34432920 1818000 SH SOLE Sole 0 0 Athenahealth~~19, ~~Inc. Common 04685W103 4306841 87680 SH SOLE Sole 0 0 DemandTec~~089,000 ~~Inc.~~1818000 ~~Common 24802R506 12845214 975339~~ SH SOLE Sole 0 0 Retalix, Ltd. Common M8215W109 ~~50081822~~71,867,600 ~~3093380~~3593380 SH SOLE Sole 0 0

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