0001209191-19-007022.txt : 20190204 0001209191-19-007022.hdr.sgml : 20190204 20190204183428 ACCESSION NUMBER: 0001209191-19-007022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190131 FILED AS OF DATE: 20190204 DATE AS OF CHANGE: 20190204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TERINO EDWARD CENTRAL INDEX KEY: 0001185925 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21393 FILM NUMBER: 19565627 MAIL ADDRESS: STREET 1: 17 CANTERBURY ROAD CITY: WINDHAM STATE: NH ZIP: 03087 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-01-31 0 0001019671 SEACHANGE INTERNATIONAL INC SEAC 0001185925 TERINO EDWARD C/O SEACHANGE INTERNATIONAL 50 NAGOG PARK ACTON MA 01720 1 1 0 0 Chief Executive Officer Common Stock 2019-01-31 4 A 0 50000 0.00 A 421043 D Common Stock 2019-02-01 4 F 0 2923 1.5127 D 418120 D Common Stock 2019-02-01 4 F 0 5834 1.5113 D 412286 D Comon Stock 2019-02-01 4 F 0 6377 1.5126 D 405909 D Performance Rights 2019-01-31 4 A 0 50000 0.00 A 2022-01-31 Common Stock 50000 50000 D Stock Option (right to buy) 1.59 2019-01-31 4 A 0 200000 1.59 A 2020-01-31 2029-01-31 Common Stock 200000 200000 D The 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. $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. $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. $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. Each 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. One third of the stock options will vest annually on January 2, 2020, January 2, 2021 and January 2, 2022. /s/ Edward Terino 2019-02-04