Amended Statement of Beneficial Ownership (sc 13d/a)
December 08 2017 - 5:16PM
Edgar (US Regulatory)
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. 5)
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)
December 7, 2017
(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
).
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1
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NAME OF REPORTING PERSON
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VIEX Opportunities Fund, LP – Series One*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,623,438
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,623,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,623,438
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.6%
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14
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TYPE OF REPORTING PERSON
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PN
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_____________
* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,603,783
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,603,783
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,603,783
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VIEX GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,623,438
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,623,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,623,438
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.6%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities GP II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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REPORTING
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1,603,783
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PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,603,783
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
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|
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1,603,783
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%
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|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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VIEX Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,227,221
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,227,221
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,227,221
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Eric Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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|
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- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,227,221
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
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- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,227,221
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,227,221
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.1%
|
|
|
14
|
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TYPE OF REPORTING PERSON
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|
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|
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IN
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The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 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 each of Series One and 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 1,623,438 Shares beneficially owned by Series
One is approximately $4,257,884, including brokerage commissions. The aggregate purchase price of the 1,603,783 Shares beneficially
owned by VSO II is approximately $4,204,494, including brokerage commissions.
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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 35,503,871 Shares outstanding, which is the total number of Shares
outstanding as of December 1, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on December 7, 2017.
|
(a)
|
As of the close of business on the date hereof, Series One beneficially owned 1,623,438 Shares.
|
Percentage: Approximately
4.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,623,438
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,623,438
|
|
(c)
|
The transactions in the Shares by Series One during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on the date hereof, VSO II beneficially owned 1,603,783 Shares.
|
Percentage: Approximately
4.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,603,783
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,603,783
|
|
(c)
|
The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A
and are incorporated herein by reference.
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,623,438
Shares owned by Series One.
|
Percentage: Approximately
4.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,623,438
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,623,438
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,603,783
Shares owned by VSO II.
|
Percentage: Approximately
4.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,603,783
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,603,783
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial
owner of the (i) 1,623,438 Shares owned by Series One and (ii) 1,603,783 Shares owned by VSO II.
|
Percentage: Approximately
9.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,227,221
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,227,221
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner
of the (i) 1,623,438 Shares owned by Series One and (ii) 1,603,783 Shares owned by VSO II.
|
Percentage: Approximately
9.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,227,221
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,227,221
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days 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.
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: December 8, 2017
|
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
|
SCHEDULE A
Transactions in Securities of
the Issuer During the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
viex
OPPORTUNITIES FUND, LP- series one
Sale of Common Stock
|
(118,619)
|
3.4968
|
12/07/2017
|
Sale of Common Stock
|
(207,724)
|
3.5048
|
12/07/2017
|
viex
SPECIAL OPPORTUNITIES FUND ii, LP
Sale of Common Stock
|
(117,183)
|
3.4968
|
12/07/2017
|
Sale of Common Stock
|
(205,209)
|
3.5048
|
12/07/2017
|
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