sc13da210114019_11232016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

SeaChange International, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

811699 10 7
(CUSIP Number)
 
ERIC SINGER
VIEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 22, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
VIEX Opportunities Fund, LP - Series One*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,468,634
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,468,634
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,468,634
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
PN
 
 
* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

 
 
2
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities Fund II, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,448,251
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,448,251
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,448,251
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
VIEX GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,468,634
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,468,634
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,468,634
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities GP II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,448,251
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,448,251
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,448,251
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
VIEX Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,916,885
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,916,885
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,916,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.3%
14
TYPE OF REPORTING PERSON
 
IA

 
6
 
CUSIP NO. 811699 10 7
 
1
NAME OF REPORTING PERSON
 
Eric Singer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,916,885
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,916,885
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,916,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.3%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 811699 10 7
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,468,634 Shares beneficially owned by Series One is approximately $3,922,955, excluding brokerage commissions.
 
The Shares purchased by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,448,251 Shares beneficially owned by VSO II is approximately $3,867,302, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,183,623 Shares outstanding, which is the total number of Shares outstanding as of August 29, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 6, 2016.
 
A.
Series One
 
 
(a)
As of 12:00 pm eastern time on November 23, 2016, Series One beneficially owned 1,468,634 Shares.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,468,634
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,468,634

 
(c)
The transactions in the Shares by Series One since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
B.
VSO II
 
 
(a)
As of 12:00 pm eastern time on November 23, 2016, VSO II beneficially owned 1,448,251 Shares.
 
Percentage: Approximately 4.1%
 
 
8
 
CUSIP NO. 811699 10 7
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,448,251
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,448,251

 
(c)
The transactions in the Shares by VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
C.
VIEX GP
 
 
(a)
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,468,634 shares owned by Series One.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,468,634
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,468,634

 
(c)
VIEX GP has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the shares on behalf of Series One since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
D.
VSO GP II
 
 
(a)
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,448,251 shares owned by VSO II.
 
Percentage: Approximately 4.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,448,251
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,448,251

 
(c)
VSO GP II has not entered into any transactions in the Shares since the filing of Amendment No. 1.  The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
E.
VIEX Capital
 
 
(a)
VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial owner of the (i) 1,468,634 Shares owned by Series One and (ii) 1,448,251 owned by VSO II.
 
Percentage: Approximately 8.3%
 
 
9
 
CUSIP NO. 811699 10 7
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,916,885
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,916,885

 
(c)
VIEX Capital has not entered into any transactions in the Shares since the filing of Amendment No. 1.  The transactions in the Shares on behalf of each of Series One and VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
F.
Eric Singer
 
 
(a)
Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 1,468,634 Shares owned by Series One and (ii) 1,448,251 owned by VSO II.
 
Percentage: Approximately 8.3%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,916,885
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,916,885

 
(c)
Mr. Singer has not entered into any transactions in the Shares since the filing of Amendment No. 1.  The transactions in the Shares on behalf of each of Series One and VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
10
 
CUSIP NO. 811699 10 7
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  November 23, 2016

 
VIEX Opportunities Fund, LP – Series One
   
 
By:
VIEX GP, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX GP, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Special Opportunities Fund II, LP
     
 
By:
VIEX Special Opportunities GP II, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Special Opportunities GP II, LLC
     
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Capital Advisors, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member

 
/s/ Eric Singer
 
Eric Singer
 
 
 
11
 
CUSIP NO. 811699 10 7
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 1
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

VIEX OPPORTUNITIES FUND, LP – SERIES ONE


Purchase of Common Stock
19,685
2.4500
11/15/2016
Purchase of Common Stock
75,407
2.4744
11/15/2016
Purchase of Common Stock
38,412
2.5999
11/16/2016
Purchase of Common Stock
12,616
2.5302
11/17/2016
Purchase of Common Stock
1,211
2.6042
11/18/2016
Purchase of Common Stock
12,617
2.6633
11/21/2016
Purchase of Common Stock
19,979
2.6862
11/22/2016

VIEX SPECIAL OPPORTUNITIES FUND II, LP

Purchase of Common Stock
19,315
2.4500
11/15/2016
Purchase of Common Stock
73,986
2.4744
11/15/2016
Purchase of Common Stock
37,688
2.5999
11/16/2016
Purchase of Common Stock
12,379
2.5302
11/17/2016
Purchase of Common Stock
1,189
2.6042
11/18/2016
Purchase of Common Stock
12,379
2.6633
11/21/2016
Purchase of Common Stock
19,603
2.6862
11/22/2016