SeaChange International, Inc.
SEACHANGE INTERNATIONAL INC (Form: 4, Received: 01/28/2016 16:54:36)
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)

1/26/2016
(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   1/26/2016     A    22920   (1) A $0.00   190475   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
Performance Rights     (2) 1/26/2016     A      45839         (2) 1/31/2019   Common Stock   45839   $0.00   45839   D    
Incentive Stock Option (right to buy)   $6.05   1/26/2016     A      48456       1/31/2017   (3) 1/26/2023   Common Stock   48456   $6.05   48456   D    

Explanation of Responses:
( 1)  The securities awarded on January 26, 2016 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. The RSUs will vest at the rate of 33.33% on each of the first and second anniversary of January 31, 2016 with the balance to be vested on the third anniversary of January 31, 2016.
( 2)  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.
( 3)  Twenty-five percent (25%) of the stock options will vest on January 31, 2017, and the remainder will vest quarterly in equal amounts of 9.375% over the next eight quarters starting on April 30, 2017 and ending on January 31, 2019.

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 1/28/2016
** 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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