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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wilson Royce E.
  2. Issuer Name and Ticker or Trading Symbol
SEACHANGE INTERNATIONAL INC [SEAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SEACHANGE INTERNATIONAL, INC., 50 NAGOG PARK
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2015
(Street)

ACTON, MA 01720
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)
Code V Amount (A) or (D) Price
Common Stock 02/02/2015   A   14,045 (1) A $ 0 14,045 D  
Common Stock 02/02/2015   A   7,022 (2) A $ 0 21,067 D  
Common Stock 02/02/2015   A   83,813 (3) D $ 0 104,880 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wilson Royce E.
C/O SEACHANGE INTERNATIONAL, INC.
50 NAGOG PARK
ACTON, MA 01720
  X      

Signatures

 /s/ Royce. E. Wilson   02/04/2015
**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) The securities awarded on February 2, 2015 are in the form of restricted stock units (RSUs) issued pursuant to the Corporation's 2011 Compensation and Incentive Plan that entitles the reporting person to receive one (1) share of common stock per RSU. The RSU's will vest at the rate of 33.33% on each of the first and second anniversary of February 2, 2015, with the balance to be vested on the third anniversary of February 2, 2015. The reporting person has elected to defer issuance of the shares underlying the RSU award until the earlier of the reporting person's departure from the issuer's board of directors or a change in control of the issuer.
(2) The securities awarded on February 2, 2015 are in the form of restricted stock units (RSUs) issued pursuant to the issuer's 2011 Compensation & Incentive Plan that entitles the reporting person to receive one (1) share of common stock per RSU. The reporting person has elected to defer issuance of the shares underlying the RSU award until the earlier of the reporting person's departure from the issuer's board of directors or a change in control of the issuer.
(3) The reporting person acquired 83,813 shares of issuer common stock on February 2, 2015 in exchange for his interest in TLL, LLC as part of the issuer's acquisition of TLL, LLC under the Agreement and Plan of Merger dated December 22, 2014.

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