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 of Derivative Security: 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 |
Incentive Stock Option (right to buy)
|
04/19/2017(2)
|
04/19/2026 |
Common Stock
|
75,000
|
$
3.83
|
D
|
|
Incentive Stock Option (right to buy)
|
01/31/2017(3)
|
05/02/2026 |
Common Stock
|
21,068
|
$
3.77
|
D
|
|
Performance Rights
|
(4)
|
01/31/2019 |
Common Stock
|
19,930
|
$
0
|
D
|
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 securities awarded on May 2, 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) |
Twenty-five percent (25%) of the stock options will vest annually on April 19, 2017, April 19, 2018, April 19, 2019 and April 19, 2020. |
(3) |
One third of the stock options will vest on January 31, 2017, January 31, 2018 and January 31, 2019. |
(4) |
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. |