SEC Form 4 · accession 0001209191-18-006941
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, 2018
Accepted (ET)
Feb 2, 2018 · 4:49 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 Stock | Jan 31, 2018 | F | 6,536 | $3.32 | D | 89,482 | D | |
| Common Stock | Feb 1, 2018 | F | 943 | $3.31 | D | 88,539 | D | |
| Common Stock | Feb 1, 2018 | F | 1,519 | $3.31 | D | 87,020 | D | |
| Common StockF1 | Jan 31, 2018 | A | 25,000 | $0.00 | A | 112,020 | 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, 2018 | A | 25,000 | A | — | Jan 31, 2021 | Common Stock | 25,000 | 25,000 | D |
| Stock Opion (right to buy)F3 | $3.33 | Jan 31, 2018 | A | 100,000 | A | Jan 31, 2019 | Jan 31, 2028 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The securities awarded on January 31, 2018 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, 2018 with the balance to be vested on the third anniversary of January 31, 2018.
- F2Each performance right represents a contingent right to receive 1 share of SeaChange common stock. The performance rights vest pursuant to the terms of the applicable Performance Stock Unit Agreement based on the Registrant achieving certain overall Registrant financial objectives for fiscal 2019, 2020 and 2021 related to total revenue and non-GAAP operating income in fiscal 2019 and to be determined in fiscal 2020 and 2021.
- F3One third of the stock options will vest annually on January 31, 2019, January 31, 2020 and January 31, 2021.