X0306 4 2016-01-26 0 0001019671 SEACHANGE INTERNATIONAL INC SEAC 0001554843 Dias Anthony C/O SEACHANGE INTERNATIONAL 50 NAGOG PARK ACTON MA 01720 0 1 0 0 Chief Financial Officer Common Stock 2016-01-26 4 A 0 17937 0.00 A 58597 D Common Stock 2016-01-26 4 A 0 50000 0.00 A 108597 D Performance Rights 2016-01-26 4 A 0 35874 0.00 A 2019-01-31 Common Stock 35874 35874 D Incentive Stock Option (right to buy) 6.05 2016-01-26 4 A 0 37922 6.05 A 2017-01-31 2023-01-26 Common Stock 37922 37922 D The securities awarded on January 26, 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. The securities awarded on January 26, 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 26, 2016 with the balance to be vested on the third anniversary of January 26, 2016. 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. Twenty-five percent (25%) of the stock options will vest on January 31, 2017, and the remainder will vest quarterly in equal amounts of 9.375% over the next eight quarters starting on April 30, 2017 and ending on January 31, 2019. /s/ Anthony Dias 2016-01-28