SEC Form 4 · accession 0001209191-17-007303
SEACHANGE INTERNATIONAL INC · SEAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David McEvoy
Officer — SVP, General Counsel & Sec.
Period of report
Jan 31, 2017
Accepted (ET)
Feb 2, 2017 · 6:50 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 31, 2017 | A | 7,919 | $0.00 | A | 107,311 | D | |
| Common Stock | Jan 31, 2017 | F | 6,668 | $2.38 | D | 100,643 | D | |
| Common Stock | Feb 1, 2017 | F | 2,958 | $2.40 | D | 97,685 | D | |
| Common Stock | Feb 1, 2017 | F | 1,667 | $2.40 | D | 96,018 | 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 31, 2017 | A | 15,838 | A | — | Jan 31, 2020 | Common Stock | 15,838 | 15,838 | D |
| Incentive Stock Option (right to buy)F3 | $2.42 | Jan 31, 2017 | A | 16,743 | A | Jan 31, 2018 | Jan 31, 2027 | Common Stock | 16,743 | 16,743 | D |
Explanation of responses
- F1The securities awarded on January 31, 2017 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, 2017 with the balance to be vested on the third anniversary of January 31, 2017.
- 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.
- F3One third of the stock options will vest annually on January 31, 2018, January 31, 2019 and January 31, 2020.