Edgar Filing: SEACHANGE INTERNATIONAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Birchall Andrew Thomas

2. Issuer Name and Ticker or Trading Symbol
SEACHANGE INTERNATIONAL INC [SEAC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

WEIR WATER, ADMIRALS BRIDGE LANE

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2008

(Street)

EAST GRINSTEAD, WEST SUSSEX, X0 RH19 4NN

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/13/2008		A⁽¹⁾		208,652	A	$ 7.605	379,331	D
Common Stock	03/13/2008		A⁽²⁾		357,042	A	$ 6.89	736,373	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Birchall Andrew Thomas WEIR WATER, ADMIRALS BRIDGE LANE EAST GRINSTEAD, WEST SUSSEX, X0 RH19 4NN			Senior Vice President

Signatures

/s/ Andrew Thomas Birchall		03/17/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As disclosed in the Company's Form 8-K filed March 13, 2008, on March 13, 2008 the reporting person received 208,652 shares of the Company's common stock pursuant to the Agreement for the Sale and Purchase of Share Capital of On Demand Group Limited, dated as of September 23, 2005, by and among the Company, Andrew Thomas Birchall, Anthony William Kelly and certain other stockholders of ODG (as amended, the "Purchase Agreement") as the earnout payment in connection with the sale of Film Flex Limited. Pursuant to the terms of the Purchase Agreement, the number of shares of the Company's common stock received was based on the ten day trading average commencing five days prior to the same of Film Flex Limited, which was $7.6050 per share.
(2)	As disclosed in the Company's Form 8-K filed March 13, 2008, on March 13, 2008 the reporting person received 357,042 shares of the Company's common stock pursuant to the Agreement for the Sale and Purchase of Share Capital of On Demand Group Limited, dated as of September 23, 2005, by and among the Company, Andrew Thomas Birchall, Anthony William Kelly and certain other stockholders of ODG (as amended, the "Purchase Agreement") as the earnout payment in connection with the period ended January 31, 2008. Pursuant to the terms of the Purchase Agreement, the number of shares of the Company's common stock received was based on the ten day trading average commencing five days prior to January 31, 2008, or $6.89 per share.

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