SeaChange International, Inc.
SEACHANGE INTERNATIONAL INC (Form: 4, Received: 12/08/2017 18:32:00)
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 *

Singer Eric
2. Issuer Name and Ticker or Trading Symbol

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

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

825 THIRD AVENUE, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2017
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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, $0.01 par value   (1) (2) 12/7/2017     S    118619   D $3.4968   1831162   I   By: VIEX Opportunities Fund, LP - Series One   (3)
Common Stock, $0.01 par value   (1) (2) 12/7/2017     S    207724   D $3.5048   1623438   I   By: VIEX Opportunities Fund, LP - Series One   (3)
Common Stock, $0.01 par value   (1) (2) 12/7/2017     S    117183   D $3.4968   1808992   I   By: VIEX Special Opportunities Fund II, LP   (4)
Common Stock, $0.01 par value   (1) (2) 12/7/2017     S    205209   D $3.5048   1603783   I   By: VIEX Special Opportunities Fund II, LP   (4)

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

Explanation of Responses:
(1)  This Form 4 is filed jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP ("VIEX Opportunities"), VIEXSpecial Opportunities Fund II, LP ("VSO II"), VIEX GP, LLC ("VIEX GP"), VIEX Special Opportunities GP II, LLC ("VSO GP II"), VIEX Capital Advisors, LLC ("VIEXCapital"), and Eric Singer (collectively, the "Reporting Persons").
(2)  The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(d) group, disclosed in a Schedule 13D filed on behalf of the Reporting Persons, as it may be amended, which beneficially owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(3)  Shares of Common Stock beneficially owned directly by Series One. VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One. VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One.
(4)  Shares of Common Stock beneficially owned directly by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Singer Eric
825 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022



Passive Investor
VIEX Opportunities Fund, LP Series One
C/O VERTEX CAPITAL ADVISORS, LLC
826 THIRD AVENUE, 33RD FLOOR
NEW YORK, NY 10022



Passive Investor
VIEX Special Opportunities Fund II, LP
825 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022



Passive Investor
VIEX Special Opportunities GP II, LLC
825 THIRD AVENUE, 33RD FLOOR
NEW YORK, NY 10022



Passive Investor
VIEX GP, LLC
825 THIRD AVE.
33RD FLOOR
NEW YORK, NY 10022



Passive Investor
VIEX Capital Advisors, LLC
825 THIRD AVENUE
33RD FLOOR
NEW YORK, NY 10022



Passive Investor

Signatures
By: /s/ Eric Singer 12/8/2017
** Signature of Reporting Person Date

VIEX Opportunities Fund, LP - Series One; By: VIEX GP, LLC; its general partner; By: /s/ Eric Singer, Managing Member 12/8/2017
** Signature of Reporting Person Date

VIEX Special Opportunities Fund II, LP; By: VIEX Special Opportunities GP II, LLC; its general partner; By: /s/ Eric Singer, Managing Member 12/8/2017
** Signature of Reporting Person Date

VIEX Special Opportunities GP II, LLC; By /s/ Eric Singer, Managing Member 12/8/2017
** Signature of Reporting Person Date

VIEX Capital Advisors, LLC; By /s/ Eric Singer, Managing Member 12/8/2017
** Signature of Reporting Person Date

VIEX GP, LLC; By: /s/ Eric Singer, Managing Member 12/8/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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