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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
van Dommelen Erwin C/O SEACHANGE INTERNATIONAL, INC. 50 NAGOG PARK ACTON, MA 01720 |
President, SeaChange Software |
/s/ Claudia Ramelli as attorney-in-fact for reporting person | 07/22/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person is a shareholder and Managing Director of Ventise Holding B.V., to which the reported shares were issued in connection with the Agreement for the Acquisition of the Entire Issued Share Capital of eventIS Group B.V. (the "Share Purchase Agreement") described in the Issuer's Current Report on Form 8-K filed with the SEC on September 1, 2009 (File No. 000-21393). The reported shares are in the form of restricted stock units subject to vesting ratably in three annual installments on each of September 1, 2011, September 1, 2012 and September 1, 2013 pursuant to the terms and conditions of a Restricted Stock Unit Agreement entered into pursuant to the Share Purchase Agreement on September 1, 2009 by and between the Issuer's subsidiary SeaChange B.V. and Ventise Holding B.V. |
(2) | The securities awarded on July 20, 2011 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, and the underlying common stock will issue, ratably over three years. The first tranche will vest on January 31, 2012, with an equal number of shares vesting on January 31, 2013 and the balance of the shares vesting on January 31, 2014. |
(3) | The securities awarded on July 20, 2011 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, and the underlying common stock will issue, ratably over three years. The first tranche will vest on April 30, 2013, with an equal number of shares vesting on April 30, 2014 and the balance of the shares vesting on April 30, 2015. |