SEC Form 4 · accession 0001209191-18-060628
SEACHANGE INTERNATIONAL INC · SEAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marek Kielczewski
Officer — Chief Technology Officer
Period of report
Nov 29, 2018
Accepted (ET)
Dec 3, 2018 · 5:27 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 | holding | — | — | — | 367,618 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $1.68 | Nov 29, 2018 | A | 100,000 | A | Nov 29, 2019 | Nov 29, 2028 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F114,480 securities awarded on January 31, 2017 and 12,500 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 to vest at the rate of 33.33% on each of the first, second and third anniversaries of their respective grant dates. 340,638 shares of the Issuer Common Stock was received on May 5, 2016 in exchange for the Reporting Person's interest in DCC Labs as part of the Issuer's acquisition of DCC Labs under the Share Purchase Agreement dated May 5, 2016 (the "Agreement"), which acquisition was exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. One third of these shares are still in escrow pursuant to the terms of the Agreement until May 5, 2019.
- F2One third of the stock options will vest annually on November 29, 2019, November 29, 2020 and November 29, 2021.