0001181431-11-058577.txt : 20111202 0001181431-11-058577.hdr.sgml : 20111202 20111202172449 ACCESSION NUMBER: 0001181431-11-058577 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111130 FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21393 FILM NUMBER: 111241354 MAIL ADDRESS: STREET 1: RAMIUS CAPITAL GROUP STREET 2: 599 LEXINGTON AVE., 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEACHANGE INTERNATIONAL INC CENTRAL INDEX KEY: 0001019671 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 043197974 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 50 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: 9788970100 MAIL ADDRESS: STREET 1: 50 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 4 1 rrd327129.xml 11/30/2011 RSU GRANT X0304 4 2011-11-30 0 0001019671 SEACHANGE INTERNATIONAL INC SEAC 0001410600 Feld Peter A STARBOARD VALUE LP 599 LEXINGTON AVE., 19TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2011-11-30 4 A 0 12000 0 A 36000 D Common Stock 386520 I By Starboard Value LP Common Stock 2252822 I By Starboard Value and Opportunity Fund Ltd. The securities awarded on November 30, 2011 are in the form of restricted stock units (RSUs) issued pursuant to the Corporation's 2011 Compensation and Incentive Plan that entitle the reporting person to receive one (1) share of common stock per RSU. The RSUs will vest, and the underlying common stock will issue, ratably over three years. The first tranche will vest on December 1, 2012, with an equal number of shares vesting on December 1, 2013 and the balance of the shares vesting on December 1, 2014. Shares owned directly by Starboard Value LP ("Starboard"). The Reporting Person, soley by virtue of his position with Starboard and as a director of the Issuer, may be deemed to beneficially own the shares owned directly by Starboard Value, for pusposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares owned Starboard Value and Opportunity Fund Ltd ("Value and Opportunity Fund"). The Reporting Person, solely by virtue of his position with Starboard, the sole member of the investment manager of Value and Opportunity Fund, and as a director of the Issuer, may be deemed to beneficially own the shares owned directly by Value and Opportunity Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. /s/ Peter A. Feld 2011-12-02