Form 3 SEACHANGE INTERNATIONAL For: Nov 29 Filed by: Kielczewski Marek

December 3, 2018 5:25 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Kielczewski Marek

(Last) (First) (Middle)
C/O SEACHANGE INTERNATIONAL, INC.
50 NAGOG PARK

(Street)
ACTON MA 01720

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2018
3. Issuer Name and Ticker or Trading Symbol
SEACHANGE INTERNATIONAL INC [ SEAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 367,618 (1)
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 05/05/2017 05/05/2026 Common 100,000 (2) 3.5 D
Non-Qualified Stock Option (right to buy) 01/31/2018 01/31/2027 Common 30,612 (3) 2.42 D
Non-Qualified Stock Option (right to buy) 10/11/2018 10/11/2027 Common 50,000 (4) 2.6 D
Non-Qualified Stock Option (right to buy) 01/31/2019 01/31/2028 Common 75,000 (5) 3.33 D
Performance Rights (6) 01/31/2020 Common 28,959 0 (6) D
Performance Rights (7) 01/31/2021 Common 12,500 0 (7) D
Explanation of Responses:
1. 14,480 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.
2. Twenty-five percent (25%) of the stock options will vest annually on May 5, 2017, May 5, 2018, May 5, 2019 and May 5, 2020.
3. One third of the stock options will vest annually on January 31, 2018, January 31, 2019 and January 31, 2020.
4. One third of the stock options will vest annually on October 11, 2018, October 11, 2019 and October 11, 2020.
5. One third of the stock options will vest annually on January 31, 2019, January 31, 2020 and January 31, 2021.
6. Each performance right represents a contingent right to receive up to 1.5 shares of SeaChange common stock. The performance rights vest pursuant to the terms of the applicable Performance Stock Unit Agreement based on SeaChange's relative TSR percentile rank to the Standard & Poor's SmallCap 600 Index.
7. 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 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.
/s/ Marek Kielczewski 12/03/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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