Amended Statement of Beneficial Ownership (sc 13d/a)

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. 6) 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)

January 3, 2018

(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) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					885,072
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					885,072
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			885,072
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.49%
	14	TYPE OF REPORTING PERSON

			PN

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

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) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					874,321
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					874,321
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			874,321
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.46%
	14	TYPE OF REPORTING PERSON

			PN

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) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					885,072
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					885,072
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			885,072
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.49%
	14	TYPE OF REPORTING PERSON

			OO

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) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					874,321
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					874,321
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			874,321
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.46%
	14	TYPE OF REPORTING PERSON

			OO

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) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,759,393
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,759,393
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,759,393
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.96%
	14	TYPE OF REPORTING PERSON

			IA

CUSIP NO. 811699 10 7


	1	NAME OF REPORTING PERSON

			Eric Singer
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	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			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,759,393
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,759,393
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,759,393
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.96%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP NO. 811699 10 7

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 885,072 Shares beneficially owned by Series One is approximately $2,249,322, including brokerage commissions. The aggregate purchase price of the 874,321 Shares beneficially owned by VSO II is approximately $2,221,650, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer .

Item 5 is 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.

Series One

(a)

As of the close of business on the date hereof, Series One beneficially owned 885,072 Shares.

Percentage: Approximately 2.49%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 885,072
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 885,072

CUSIP NO. 811699 10 7

(c)

The transactions in the Shares by Series One since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.

VSO II

(a)

As of the close of business on the date hereof, VSO II beneficially owned 874,321 Shares.

Percentage: Approximately 2.46%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 874,321
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 874,321

(c)

The transactions in the Shares by VSO II since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 885,072 Shares owned by Series One.

Percentage: Approximately 2.49%

(b)

(c)

VIEX GP has not entered into any transactions in the Shares since Amendment No. 5. The transactions in the Shares on behalf of Series One since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.

VSO GP II

(a)

VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 874,321 Shares owned by VSO II.

Percentage: Approximately 2.46%

(b)

(c)

VSO GP II has not entered into any transactions in the Shares since Amendment No. 5. The transactions in the Shares on behalf of VSO II since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial owner of the (i) 885,072 Shares owned by Series One and (ii) 874,321 Shares owned by VSO II.

Percentage: Approximately 4.96%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,759,393
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,759,393

CUSIP NO. 811699 10 7

(c)

VIEX Capital has not entered into any transactions in the Shares since Amendment No. 5. The transactions in the Shares on behalf of each of Series One and VSO II since Amendment No. 5 are set forth in Schedule A and are incorporated herein by reference.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 885,072 Shares owned by Series One and (ii) 874,321 Shares owned by VSO II.

Percentage: Approximately 4.96%

(b)

(c)

Mr. Singer has not entered into any transactions in the Shares since Amendment No. 5. The transactions in the Shares on behalf of each of Series One and VSO II since Amendment No. 5 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.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

On January 5, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

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: January 5, 2018

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

CUSIP NO. 811699 10 7

SCHEDULE A

Transactions in Securities of the Issuer Since Amendment No. 5

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

viex OPPORTUNITIES FUND, LP- series one

Sale of Common Stock	143,067	3.4663	12/08/2017
Sale of Common Stock	8,652	3.4606	12/08/2017
Sale of Common Stock	19,116	3.4603	12/11/2017
Sale of Common Stock	251,420	3.8031	01/03/2018
Sale of Common Stock	15,158	3.9619	01/03/2018
Sale of Common Stock	24,117	3.8795	01/04/2018
Sale of Common Stock	73,272	3.8896	01/04/2018
Sale of Common Stock	203,564	3.8036	01/05/2018

viex SPECIAL OPPORTUNITIES FUND ii, LP

Sale of Common Stock	141,335	3.4663	12/08/2017
Sale of Common Stock	8,548	3.4606	12/08/2017
Sale of Common Stock	18,884	3.4603	12/11/2017
Sale of Common Stock	248,375	3.8031	01/03/2018
Sale of Common Stock	14,974	3.9619	01/03/2018
Sale of Common Stock	23,825	3.8795	01/04/2018
Sale of Common Stock	72,385	3.8896	01/04/2018
Sale of Common Stock	201,136	3.8036	01/05/2018