Sec Form 4 Filing - AQUINO PETER D @ SEACHANGE INTERNATIONAL INC - 2021-09-27

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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
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1. Name and Address of Reporting Person
AQUINO PETER D
2. Issuer Name and Ticker or Trading Symbol
SEACHANGE INTERNATIONAL INC [ SEAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and C.E.O.
(Last) (First) (Middle)
C/O SEACHANGE INTERNATIONAL, INC., 177 HUNTINGTON AVE, STE 1703, PMB 73480
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2021
(Street)
BOSTON, MA02115-3153
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 09/27/2021 A 300,000 ( 1 ) A $ 0 300,000 D
Common Stock 09/27/2021 A 300,000 ( 2 ) A $ 0 600,000 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
AQUINO PETER D
C/O SEACHANGE INTERNATIONAL, INC.
177 HUNTINGTON AVE, STE 1703, PMB 73480
BOSTON, MA02115-3153
X President and C.E.O.
Signatures
/s/ Peter D. Aquino 09/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units (RSUs) issued pursuant to SeaChange International Inc.'s 2021 Compensation and Incentive Plan. The shares subject to the RSU award will vest in three equal installments on each of September 27, 2022, September 27, 2023 and September 27, 2024.
( 2 )Represents performance-based restricted stock units (RSUs) issued pursuant to SeaChange International Inc.'s 2021 Compensation and Incentive Plan. The shares subject to the performance-based RSU award will vest in 12 equal quarterly installments on beginning on December 27, 2021 and ending on September 27, 2024, based on SeaChange's attainment of certain financial metrics.

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).

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