SEC Form 4 · accession 0001209191-17-050448
SEACHANGE INTERNATIONAL INC · SEAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Sriubas
Director
Period of report
Aug 24, 2017
Accepted (ET)
Aug 28, 2017 · 5:35 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 | Aug 24, 2017 | A | 38,023 | $0.00 | A | 38,023 | D | |
| Common StockF2 | Aug 24, 2017 | A | 38,023 | $0.00 | A | 76,046 | D | |
| Common StockF3 | holding | — | — | — | 14,049 | I | By Self as Trustee of The Andy R. Sriubas 2003 Trust. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities awarded on August 24, 2017 are in the form of restricted stock units (RSUs) issued pursuant to the Issuer's Second 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 at the rate of 33.33% on the first and second anniversary of August 17, 2017 with the balance of the award to be vested on the third anniversary of August 17, 2017, or upon a change in control of the Issuer. The reporting person has elected to defer issuance of the shares underlying the RSU award until the earlier of the reporting person's departure from the Issuer's board of directors or a change in control of the Issuer.
- F2The securities awarded on August 24, 2017 are in the form of restricted stock units (RSUs) issued pursuant to the Issuer's Second 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 on the earliest of (i) July 13, 2018, (ii) the business day before the Issuer's 2018 Annual Meeting of Stockholders or (iii) a change in control of the Issuer. The reporting person has elected to defer issuance of the shares underlying the RSU award until the earlier of the reporting person's departure from the Issuer's board of directors or a change in control of the Issuer.
- F3An aggregate of 14,049 shares of Issuer's common stock were received on February 2, 2015, August 3, 2015, February 2, 2016 and April 18, 2016 as consideration for The Andy R Sriubas 2003 Trust's interest in TLL, LLC as part of the Issuer's acquisition of TLL, LLC under the Agreement and Plan of Merger dated December 22, 2014.