1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
1,580,759 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,031,422 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,031,422 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
1,580,759 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,031,422 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,031,422 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
1,580,759 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,031,422 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,031,422 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
65,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
65,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
65,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.002%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of SEACHANGE INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), having its principal place of business at 50 Nagog Park, Acton, MA 01720. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Investment Advisers Holdings LLC (“NBIA Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), and Benjamin Nahum (NB Group, NBIA Holdings, NBIA, and Mr. Nahum, collectively the “Reporting Persons”). |
(b) | The business address for each of the Reporting Persons is 1290 Avenue of Americas, New York, New York 10104. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 1290 Avenue of Americas, New York, NY 10104. |
(c) | Each of NB Group, NBIA Holdings, and NBIA is a Delaware limited liability company.
Mr. Nahum is a portfolio manager and managing director of NBIA. NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business. NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business. NBIA, is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). As an RIA, NBIA provides discretionary investment advisory services to private investors. NBIA may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 as amended ("Exchange Act"). This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of Neuberger Berman Group, NBIA Holdings, and NBIA and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Robert D’Alelio Steven Kandarian George Walker Richard Worley Lawrence Zicklin Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary William Arnold, Executive Vice President and Chief Financial Officer Jacques Lilly, Executive Vice President and Head of Corporate Development Amanda Spencer, Controller Jim Dempsey, Treasurer Neuberger Berman Investment Advisers Holdings LLC Andrew Komaroff, President and Chief Executive Officer Heather Zuckerman, Executive Vice President William Arnold, Executive Vice President and Chief Financial Officer Amanda Spencer, Controller James Dempsey, Treasurer Neuberger Berman Investment Advisers LLC Directors Joseph Amato Robert Eason Lawrence Kohn Bradley Tank Stephen Wright Executive Officers Joseph Amato, President –Equities and Chief Investment Officer – Equities Bradley Tank, President- Fixed Income and Chief Investment Officer – Fixed Income Anthony Tutrone – President NBAIM Lawrence Kohn, Chief Operating Officer – Equities and Managing Director Robert Eason, Chief Operating Officer – Fixed Income and Managing Director Patrick Deaton – Chief Operating Officer – NBAIM and Managing Director Brian Kerrane, Head of Mutual Fund Administration and Managing Director Brad Cetron, Managing Director and Chief Compliance Officer Amanda Spencer - Controller James Dempsey, Chief Financial Officer, Treasurer and Senior Vice President Savonne Ferguson, Chief Compliance Officer and Associate General Counsel |
(d) | None of the individuals referenced above has been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above has been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NB Group, through its subsidiary registered investment adviser, NBIA, used an aggregate of approximately $10,836,014.13 of funds provided through the accounts of certain
investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum used approximately $352,683.60 of personal funds to purchase the Securities beneficially owned by each of them, as set forth in Item 5. |
Item 4. |
Purpose
of Transaction
|
NBIA in its capacity as an investment adviser, acquired the Securities on behalf of advisory clients for investment in the ordinary course of business, as NBIA believed that the Securities, at market prices when acquired, represented an attractive investment opportunity. Mr. Nahum acquired the Securities owned by him, as set forth in Item 5, at the then market prices, because he believed the Securities represented an attractive investment opportunity.
The Reporting Persons have determined to engage in active discussions with the Company’s management, board of directors and/or other shareholders concerning possible changes to the Company’s board of directors, including changes proposed by other shareholders. The Reporting Persons may also engage in discussions with the Company’s management, board of directors and other shareholders regarding the Company’s business, operations, management, governance, strategy and future plans. The objective of such discussions will be to create sustained value for long term shareholders. Depending on various factors including, without limitation, the results of any discussions with the Company or other shareholders, the Company's financial position and business strategy, price levels of the Securities, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares or selling some or all of their Securities, engaging in any hedging or similar transactions with respect to the Securities. |
(a) | n/a |
(b) | n/a |
(c) | n/a |
(d) | n/a |
(e) | n/a |
(f) | n/a |
(g) | n/a |
(h) | n/a |
(i) | n/a |
(j) | n/a |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 2,096,422 shares, representing 5.60% of the 36,296,347 common shares, as reported outstanding as of February 6, 2019 in the Issuer’s most recent Form 10-Q for the quarter that ended October 31, 2018 as updated by the Form 8-K filed on February 6, 2019. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding NBIA 2,031,422 / 5.60% Mr. Nahum 65,000 / 0.002% Due to NB Group’s and NBIA Holdings’ indirect and direct ownership of NBIA, each of NB Group and NBIA Holdings is deemed to beneficially own the Securities beneficially owned by NBIA. |
(b) | NBIA has been granted discretionary voting and dispositive power with respect to 1,580,759 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 450,663 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
Mr. Nahum has sole voting and dispositive power with respect to the 65,000 Securities reported herein as being beneficially owned by him. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
See Schedule 2. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | NBIA's clients own the financial interest in the securities managed by NBIA. |
(e) | Not applicable |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Not applicable |
Item 7. |
Material
to Be Filed as Exhibits
|
The Joint Filing Agreement is attached hereto as Schedule 1.
List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Schedule 2. |
Neuberger Berman Group LLC | |||
February 13, 2019 | By: |
/s/
Brad Cetron | |
Deputy General Counsel | |||
Neuberger Berman Investment Advisers LLC | |||
February 13, 2019 | By: |
/s/
Brad Cetron | |
Deputy General Counsel | |||
Neuberger Berman Investment Advisers Holdings LLC | |||
February 13, 2019 | By: |
/s/
Brad Cetron | |
Deputy General Counsel | |||
February 13, 2019 | By: |
/s/
Benjamin Nahum | |
Benjamin Nahum | |||