SeaChange International, Inc.
SEACHANGE INTERNATIONAL INC (Form: 4, Received: 06/04/2015 16:35:02)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TERINO EDWARD
2. Issuer Name and Ticker or Trading Symbol

SEACHANGE INTERNATIONAL INC [ SEAC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O SEACHANGE INTERNATIONAL, 50 NAGOG PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

6/3/2015
(Street)

ACTON, MA 01720
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/3/2015     A    55172   A $0.00   (1) 160533   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $7.25   6/3/2015     A      200000       12/3/2015   (2) 6/3/2022   Common Stock   200000   $0.00   0   D    

Explanation of Responses:
( 1)  The securities awarded on June 3, 2015 are in the form of restricted stock units (RSUs) issued pursuant to the Corporation's Amended and Restated 2011 Compensation and Incentive Plan that entitles the reporting person to receive one (1) share of common stock per RSU. The RSUs will vest ratably over 4 years. The first tranche will vest June 3, 2016, with an equal number of shares vesting on June 3, 2017 and June 3, 2018 and the balance of the shares vesting on June 3, 2019. The reporting person has elected to defer the issuance of vested shares underlying the RSU award until the earlier of the reporting person's termination of employment with the Corporation or a change in control of the issuer.
( 2)  The options shall vest in increments based upon the closing price of the Corporation's common stock. In compliance with the terms of the Corporation's 2011 Amended and Restated Compensation and Incentive Plan, none of the options shall vest prior to six months from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TERINO EDWARD
C/O SEACHANGE INTERNATIONAL
50 NAGOG PARK
ACTON, MA 01720
X
Chief Operating Officer

Signatures
/s/ Edward Terino 6/4/2015
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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