SEC Form 4 · accession 0001209191-16-093969
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
Jan 26, 2016
Accepted (ET)
Jan 28, 2016 · 4:53 pm EST
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 | Jan 26, 2016 | A | 22,920 | $0.00 | A | 190,475 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2 | — | Jan 26, 2016 | A | 45,839 | A | — | Jan 31, 2019 | Common Stock | 45,839 | 45,839 | D |
| Incentive Stock Option (right to buy)F3 | $6.05 | Jan 26, 2016 | A | 48,456 | A | Jan 31, 2017 | Jan 26, 2023 | Common Stock | 48,456 | 48,456 | D |
Explanation of responses
- F1The securities awarded on January 26, 2016 are in the form of restricted stock units (RSUs) issued pursuant to the SeaChange International, Inc. 2011 Compensation and Incentive Plan (the "2011 Plan") that entitle the reporting person to receive one (1) share of common stock per RSU. The RSUs will vest at the rate of 33.33% on each of the first and second anniversary of January 31, 2016 with the balance to be vested on the third anniversary of January 31, 2016.
- F2Each performance right represents a contingent right to receive up to 1.5 shares of SeaChange common stock. The performance rights vest pursuant to the terms of the applicable Performance Stock Unit Agreement based on SeaChange's relative TSR percentile rank to the Standard & Poor's SmallCap 600 Index.
- F3Twenty-five percent (25%) of the stock options will vest on January 31, 2017, and the remainder will vest quarterly in equal amounts of 9.375% over the next eight quarters starting on April 30, 2017 and ending on January 31, 2019.