Statement of Ownership (sc 13g)
May 06 2019 - 02:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
SEACHANGE INTERNATIONAL INC
(Name of Issuer)
Common
(Title
of Class of Securities)
811699107
May 03, 2019
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the disclosures provided
in a prior cover page.
The information required in 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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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Neuberger Berman Group LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) x |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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0 |
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SHARED VOTING POWER |
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1,571,901 |
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SOLE DISPOSITIVE POWER |
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0 |
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SHARED DISPOSITIVE POWER |
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1,993,259 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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1,993,259 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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x |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.46% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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HC |
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FOOTNOTES |
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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Neuberger Berman Investment Advisers
LLC |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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0 |
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| 6 |
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SHARED VOTING POWER |
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1,571,901 |
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| 7 |
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SOLE DISPOSITIVE POWER |
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0 |
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| 8 |
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SHARED DISPOSITIVE POWER |
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1,993,259 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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1,993,259 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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x |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.46% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IA |
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FOOTNOTES |
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Item 1.
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SEACHANGE
INTERNATIONAL INC
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(b)
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Address
of Issuer’s Principal Executive Offices
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50
Nagog Park
Acton, MA 01720
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Item 2.
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(a)
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Name
of Person Filing
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Neuberger
Berman Group LLC
Neuberger Berman Investment Advisers LLC
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(b)
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Address
of Principal Business Office or, if none, Residence
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1290 Avenue of the Americas
New York, NY 10104
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(d)
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Title
of Class of Securities
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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x
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A
group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 1,993,259
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(b)
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Percent
of class: 5.46%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote: 0
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(ii)
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Shared
power to vote or to direct the vote: 1,571,901
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(iii)
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Sole
power to dispose or to direct the disposition of: 0
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(iv)
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Shared
power to dispose or to direct the disposition of:
1,993,259
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Item 5.
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o .
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Neuberger Berman
Group LLC and its affiliates may be deemed to be beneficial owners
of securities for purposes of Exchange Act Rule 13d-3 because they
or certain affiliated persons have shared power to retain, dispose
of or vote the securities of unrelated clients. Neuberger Berman
Group LLC or its affiliated persons do not, however, have any
economic interest in the securities of those clients. The clients
have the sole right to receive and the power to direct the receipt
of dividends from or proceeds from the sale of such securities. No
one client has an interest of more than 5% of the issuer.
With regard to the shares set forth under item 4(c)(ii), Neuberger
Berman Group LLC may be deemed to be the beneficial owner for
purposes of Rule 13d-3 because certain affiliated persons have
shared power to retain, dispose of and vote the securities. In
addition to the holdings of individual advisory clients, Neuberger
Berman Investment Advisers LLC serves as investment manager of
Neuberger Berman Group LLC’s various registered mutual funds which
hold such shares. The holdings belonging to clients of Neuberger
Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A.,
NB Alternatives Advisers LLC and Neuberger Berman Investment
Advisers LLC are also aggregated to comprise the holdings
referenced herein.
In addition to the shares set forth under Item 4(c)(ii) for which
Neuberger entities also have shared power to dispose of the shares,
item 4(c)(iv) also includes shares from individual client accounts
over which Neuberger Berman Investment Advisers LLC has shared
power to dispose but does not have voting power over these shares.
The holdings of Neuberger Berman Trust Co N.A., Neuberger Berman
Trust Co of Delaware N.A., NB Alternatives Advisers LLC and
Neuberger Berman Investment Advisers LLC, are also aggregated to
comprise the holdings referenced herein.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company
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Item 8.
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Identification and Classification of Members of the
Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a
nomination under §240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Neuberger Berman Group LLC
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Date:
May 06, 2019
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By:
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/s/
Brad Cetron |
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Name: Brad
Cetron |
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Title:
Deputy General Counsel |
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Neuberger Berman Investment Advisers
LLC
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Date:
May 06, 2019
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By:
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/s/
Brad Cetron |
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Name: Brad
Cetron |
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Title:
Deputy General Counsel |
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Footnotes:
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Item
4(a):
Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of
Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman
Investment Advisers LLC and certain affiliated persons may be
deemed to beneficially own the securities covered by this report in
their various fiduciary capacities by virtue of the provisions of
Exchange Act Rule 13d-3. Neuberger Berman Group LLC, through its
subsidiaries Neuberger Berman Investment Advisers Holdings LLC, NB
Alternatives Holdings LLC and Neuberger Trust Holdings LLC controls
Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of
Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman
Investment Advisers LLC and certain affiliated persons.
This report is not an admission that any of these entities are the
beneficial owner of the securities covered by this report and each
of Neuberger Berman Group LLC, Neuberger Berman Investment Advisers
Holdings LLC, NB Alternatives Holdings LLC, Neuberger Trust
Holdings LLC, Neuberger Berman Trust Co N.A., Neuberger Berman
Trust Co of Delaware N.A., NB Alternatives Advisers LLC and
Neuberger Berman Investment Advisers LLC and certain affiliated
persons disclaim beneficial ownership of the securities covered by
this statement pursuant to Exchange Act Rule 13d-4.
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Attention:
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Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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