SEC Form 4 · accession 0001209191-18-006953

SEACHANGE INTERNATIONAL INC · SEAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Jan 31, 2018

Accepted (ET)

Feb 2, 2018 · 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
Common Stock	Feb 1, 2018	F	1,728	$3.31	D	274,491	D
Common Stock	Feb 1, 2018	F	3,448	$3.31	D	271,043	D
Common Stock^F1	Jan 31, 2018	A	50,000	$0.00	A	321,043	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Rights^F2	—	Jan 31, 2018	A	50,000	A	—	Jan 31, 2021	Common Stock	50,000	50,000	D
Stock Options (right to buy)^F3	$3.33	Jan 31, 2018	A	200,000	A	Jan 31, 2019	Jan 31, 2028	Common Stock	200,000	200,000	D

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.