SEAC SeaChange International Inc

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* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On August 17, 2017, the Reporting Persons and the Issuer entered into a Cooperation Agreement (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Issuer agreed to take all necessary actions to nominate and appoint Mark Bonney to the Board of Directors of the Issuer (the “Board”) as a Class I Director with a term to expire at the 2018 annual meeting of stockholders (“2018 Annual Meeting”).

So long as the Reporting Persons have not been found to have materially breached their obligations pursuant to the Cooperation Agreement and the Reporting Persons continue to own at least 3% of the outstanding Shares (the “Minimum Ownership Condition”), the Issuer agreed that the Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate and recommend Mr. Bonney for election at the 2018 Annual Meeting for a term expiring at the 2021 annual meeting of stockholders. In the event Mr. Bonney is unable to serve as a director, resigns as a director or is removed as a director during the Standstill Period (as defined below), the Reporting Persons have the right to recommend a replacement director for appointment to the Board, subject to approval of the Corporate Governance and Nominating Committee and the Board, provided the Reporting Persons have not been found to have materially breached their obligations pursuant to the Cooperation Agreement and the Minimum Ownership Condition has been satisfied. In addition, as a condition to effectiveness of the Cooperation Agreement, Steven Craddock resigned as a member of the Board, chairman of the Board and from any committees of the Board.

The Cooperation Agreement further provides that during the Standstill Period the Reporting Persons will appear in person or by proxy at any meeting of the Issuer’s stockholders and vote all of their Shares in favor of any proposal supported by a majority of the Board unless the recommendation of Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) differs from the Board’s recommendation with respect to any matter (other than nominees for election as directors to the Board), in which case the Reporting Persons shall have the right to vote in accordance with the recommendation of ISS and Glass Lewis with respect to such matters. In addition, the Reporting Persons shall have the right to vote in their sole discretion with respect to any matter relating to an Extraordinary Transaction (as defined in the Cooperation Agreement) if the proposal is not unanimously supported by the Board.

The terms of the Cooperation Agreement provide that the Reporting Persons are subject to customary standstill obligations until August 30, 2018 (the “Standstill Period”).

Each of the Issuer and the Reporting Persons also agreed to customary mutual non-disparagement obligations.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is referenced as Exhibit 99.1 hereto and is incorporated herein by reference.

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 35,330,542 Shares outstanding, which is the total number of Shares outstanding as of June 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on June 7, 2017.

Percentage: Approximately 5.5%

Percentage: Approximately 5.5%

Percentage: Approximately 5.5%

Percentage: Approximately 5.5%

Percentage: Approximately 11.0%

Percentage: Approximately 11.0%

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.

Item 6 is hereby amended to add the following:

Reference is made to the Cooperation Agreement described in Item 4.

Item 7 is hereby amended to add the following exhibit:

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: August 18, 2017