Sec Form 4 Filing - Kielczewski Marek @ SEACHANGE INTERNATIONAL INC - 2020-04-28

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kielczewski Marek 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 X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O SEACHANGE INTERNATIONAL, INC., 500 TOTTEN POND ROAD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2020 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 04/28/2020 A 43,438 ( 1 ) A $ 0 448,525 D Common Stock 05/05/2020 S 13,869 ( 2 ) D $ 2.68 ( 3 ) 434,656 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kielczewski Marek C/O SEACHANGE INTERNATIONAL, INC. 500 TOTTEN POND ROAD, SUITE 400 WALTHAM, MA02451 Chief Technology Officer Signatures /s/ Marek Kielczewski 05/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the acquisition of shares of SeaChange International, Inc.'s common stock upon vesting of performance based stock units, the grant of which were voluntarily disclosed in Table II of a Form 3 filed on December 3, 2018. The performance based stock units vested at 150% of the target pursuant to the terms of the underlying Performance Stock Unit Agreement based on the registrant's relative total share return percentile rank to the Standard and Poor's SmallCap 600 Index. ( 2 )Represents the disposition of shares that were sold by SeaChange International, Inc. to pay the withholding taxes due upon the vesting of 43,438 performance based stock units. ( 3 )$2.68 is the weighted average share price for the purchase of these shares. The actual prices of the shares purchased ranged from $2.67 to $2.80. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within this range.

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.
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 Number.