SEC Form 4 · accession 0001209191-15-050122
SEACHANGE INTERNATIONAL INC · SEAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward Terino
Officer — Chief Operating Officer · Director
Period of report
Jun 3, 2015
Accepted (ET)
Jun 4, 2015 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001019671
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 3, 2015 | A | 55,172 | $0.00 | A | 160,533 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $7.25 | Jun 3, 2015 | A | 200,000 | A | Dec 3, 2015 | Jun 3, 2022 | Common Stock | 200,000 | 0 | D |
Explanation of responses
- F1The securities awarded on June 3, 2015 are in the form of restricted stock units (RSUs) issued pursuant to the Corporation's Amended and Restated 2011 Compensation and Incentive Plan that entitles the reporting person to receive one (1) share of common stock per RSU. The RSUs will vest ratably over 4 years. The first tranche will vest June 3, 2016, with an equal number of shares vesting on June 3, 2017 and June 3, 2018 and the balance of the shares vesting on June 3, 2019. The reporting person has elected to defer the issuance of vested shares underlying the RSU award until the earlier of the reporting person's termination of employment with the Corporation or a change in control of the issuer.
- F2The options shall vest in increments based upon the closing price of the Corporation's common stock. In compliance with the terms of the Corporation's 2011 Amended and Restated Compensation and Incentive Plan, none of the options shall vest prior to six months from the date of grant.