SEC Form 4 · accession 0001209191-19-007022
SEACHANGE INTERNATIONAL INC · SEAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward Terino
Officer — Chief Executive Officer · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 6:34 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, 2019 | A | 50,000 | $0.00 | A | 421,043 | D | |
| Common StockF2 | Feb 1, 2019 | F | 2,923 | $1.5127 | D | 418,120 | D | |
| Common StockF3 | Feb 1, 2019 | F | 5,834 | $1.5113 | D | 412,286 | D | |
| Comon StockF4 | Feb 1, 2019 | F | 6,377 | $1.5126 | D | 405,909 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF5 | — | Jan 31, 2019 | A | 50,000 | A | — | Jan 31, 2022 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (right to buy)F6 | $1.59 | Jan 31, 2019 | A | 200,000 | A | Jan 31, 2020 | Jan 31, 2029 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1The securities awarded on January 31, 2019 are in the form of restricted stock units (RSUs) issued pursuant to the SeaChange International, Inc. Second Amended and Restated 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, 2019 with the balance to be vested on the third anniversary of January 31, 2019.
- F2$1.51267 is the weighted average share price for the purchase of these shares. The actual prices of the shares purchased ranged from $1.51 to $1.5674. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.
- F3$1.51133 is the weighted average share price for the purchase of these shares. The actual prices of the shares purchased ranged from $1.51 to $1.5385. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.
- F4$1.51257 is the weighted average share price for the purchase of these shares. The actual prices of the shares purchased ranged from $1.51 to $1.5650. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.
- F5Each 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 2020, 2021 and 2022 related to total revenue and non-GAAP operating income in fiscal 2020 and to be determined in fiscal 2021 and 2022.
- F6One third of the stock options will vest annually on January 2, 2020, January 2, 2021 and January 2, 2022.