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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 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 | ||||||||
Performance rights (3) | (4) | 05/26/2020 | A | 87,857 | (4) | 05/26/2030 | Common Stock | 87,857 | $ 0 | 87,857 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kielczewski Marek C/O SEACHANGE INTERNATIONAL, INC. 500 TOTTEN POND ROAD, SUITE 400 WALTHAM, MA 02451 |
Chief Technology Officer |
/s/ Marek Kielczewski | 06/05/2020 | |
**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 initial Form 4 reporting this transaction included the incorrect number of securities acquired and beneficially owned following the transaction. Accordingly, this amended Form 4 is being filed to correct such errors. |
(2) | The securities awarded on May 26, 2020 are in the form of restricted stock units (RSUs) issued pursuant to the SeaChange International, Inc. Second Amended and Restated 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 in three equal installments on each of May 26, 2021, May 26, 2022 and May 26, 2023. |
(3) | The initial Form 4 reporting this transaction included the incorrect number of securities acquired, underlying securities and securities beneficially owned following the transaction. Accordingly, this amended Form 4 is being filed to correct such errors. |
(4) | Each performance right represents a contingent right to receive one share of SeaChange common stock. The performance rights vest in three equal installments based on SeaChange's attainment of a threshold share price that must be held for twenty (20) consecutive trading days within the three years of the performance rights date of grant. |