Mark Szynkowski - Mar 30, 2023 Form 4 Insider Report for SEACHANGE INTERNATIONAL INC (SEAC)

Role: SVP, CFO and Treasurer
Signature: /s/ Mark Szynkowski
Stock symbol: SEAC
Transactions as of: Mar 30, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/31/2023, 06:42 PM
Previous filing: Jan 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEAC	Common Stock	Award	$0	+60K		$0.00	60K	Mar 30, 2023	Direct	F1
transaction	SEAC	Common Stock	Award	$0	+60K	+100%	$0.00	120K	Mar 30, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") issued pursuant to SeaChange International Inc.'s Amended and Restated 2021 Compensation and Incentive Plan. The shares subject to the RSU award will vest in four equal installments on each of September 30, 2023, March 30, 2024, March 30, 2025 and March 30, 2026. In the event of a Change in Control of the Company, these RSUs shall vest in their entirety immediately prior to the Change in Control of the Company.
F2	Represents performance-based restricted stock units ("PSUs") issued pursuant to SeaChange International Inc.'s Amended and Restated 2021 Compensation and Incentive Plan. The shares subject to the performance-based RSU award will vest on the attainment of a closing price of $2.50 that must be held for twenty (20) consecutive trading days within the 3 years from March 30, 2023. In the event of a Change in Control of the Company, unearned PSUs shall vest immediately prior to the Change in Control for those PSUs that would have vested on a time-based 3 year vesting schedule (with one quarter of the shares vesting six months from the grant date and the other three quarters vesting on the 1st, 2nd and 3rd anniversary of the grant date, respectively prior to the Change in Control.

Content

Represents restricted stock units ("RSUs") issued pursuant to SeaChange International Inc.'s Amended and Restated 2021 Compensation and Incentive Plan. The shares subject to the RSU award will vest in four equal installments on each of September 30, 2023, March 30, 2024, March 30, 2025 and March 30, 2026. In the event of a Change in Control of the Company, these RSUs shall vest in their entirety immediately prior to the Change in Control of the Company.

Represents performance-based restricted stock units ("PSUs") issued pursuant to SeaChange International Inc.'s Amended and Restated 2021 Compensation and Incentive Plan. The shares subject to the performance-based RSU award will vest on the attainment of a closing price of $2.50 that must be held for twenty (20) consecutive trading days within the 3 years from March 30, 2023. In the event of a Change in Control of the Company, unearned PSUs shall vest immediately prior to the Change in Control for those PSUs that would have vested on a time-based 3 year vesting schedule (with one quarter of the shares vesting six months from the grant date and the other three quarters vesting on the 1st, 2nd and 3rd anniversary of the grant date, respectively prior to the Change in Control.