Form SC 13D/A SEACHANGE INTERNATIONAL Filed by: SINGER KAREN


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SAFETY AND EXCHANGES COMMISSION

WASHINGTON, DC 20549

APPENDIX 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THEREOF FILED PURSUANT TO RULE 13d-2(a)

(Amendment No 5)[1]

SeaChange International, Inc. (“SEAC”)
(Name of Issuer)
Common shares, par value $0.01 per share
(Security category title)
811699107
(CUSIP number)

Karen Singer, 212 Vaccaro Dr., Cresskil, NJ 07626, Tel. : 212-845-7977

(Name, address and telephone number of person authorized to receive notices and communications)
February 14, 2022
(Date of the event that requires the filing of this declaration)

If the filing person has already filed a report on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of rule 13d-1(e), 13d-1( f) or 13d-1 (g), check the following box [X].

To note. Attachments filed in hard copy must include one signed original and five copies of the attachment, including all exhibits. See Rule 13d-7 for other parties to whom copies must be sent.

(continued on following pages)

Page 1 of 6 pages

_______________

[1]

The information required on the remainder of this cover page is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the responsibilities of that section of the act, but is subject to all other provisions of the Act (however, see the Remarks).

CUSIP no. 811699107

13D/A5

Page 2 of 6

1

NAME OF DECLARER

Karen Singer

2

CHECK THE APPROPRIATE BOX IF A GROUP MEMBER*

(a)

[  ]

(b)

[  ]

3

DRY USE ONLY

4

_______________

SOURCE OF FUNDS*

OO

5

CHECK THE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED UNDER 2(d) OR 2I

[ ]

6

CITIZENSHIP OR LOCATION OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

BELONGING TO

EACH

REPORTS

ANYBODY

WITH

seven

SINGLE VOTING POWER

6,067,616

8

SHARED VOTING POWER

0

9

SINGLE POWER DEVICE

6,067,616

ten

SHARED DEVICE POWER

0

11

TOTAL AMOUNT GENUINELY HELD BY EACH REPORTING PERSON

6,067,616

12

CHECK THE BOX IF THE OVERALL AMOUNT OF LINE (11) EXCLUDES CERTAIN ACTIONS*

[  ]

13

PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN LINE (11)

12.3%

14

TYPE OF DECLARER*

IN

CUSIP no. 811699107

13D/A5

Page 3 of 6

1

NAME OF DECLARER

TAR Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A GROUP MEMBER*

(a)

[  ]

(b)

[  ]

3

DRY USE ONLY

4

_______________

SOURCE OF FUNDS*

OO

5

CHECK THE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED UNDER 2(d) OR 2I

[ ]

6

CITIZENSHIP OR LOCATION OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

BELONGING TO

EACH

REPORTS

ANYBODY

WITH

seven

SINGLE VOTING POWER

6,067,616[2]

8

SHARED VOTING POWER

0

9

SINGLE POWER DEVICE

6,067,616[3]

ten

SHARED DEVICE POWER

0

11

TOTAL AMOUNT GENUINELY HELD BY EACH REPORTING PERSON

6,067,616

12

CHECK THE BOX IF THE OVERALL AMOUNT OF LINE (11) EXCLUDES CERTAIN ACTIONS*

[  ]

13

PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN LINE (11)

12.3%

14

TYPE OF DECLARER*

OO

_______________

[2]

Ms. Singer has exclusive voting rights in respect of all shares held by TAR Holdings, LLC

[3]

Ms. Singer has exclusive power to dispose of all shares owned by TAR Holdings, LLC

APPENDIX 13D/A5

This constitutes Amendment No. 5 (the “Amendment No. 5”) to the Schedule 13D statement filed on behalf of Karen Singer (“Ms. Singer”), dated and filed January 22, 2019 (as amended, the “Declaration), relating to common shares, par value of $0.01 per share (the “Ordinary actions“), of SeaChange International, Inc. (the “Transmitter”). Unless specifically amended or modified herein, the information provided in the Statement shall remain unchanged.

Item 4. Purpose of the Transaction

Point 4 of the statement is hereby amended to add the following:

(a)
The purpose of this filing is to report that, since the filing of the statement, a material change has occurred with respect to a material agreement as set forth below:

On December 22, 2021, as disclosed in the company’s current report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 on Form 8-K filed December 22, 2021, the company entered into a merger agreement (“Merger Agreement”) with Triller Hold Co. LLC (“Triller”), attached as Exhibit 2.1 hereto, and incorporated herein by reference. Concurrent with the Merger Agreement, the Reporter has entered into a Support Agreement with Triller, as previously disclosed by the Reporter in Amendment No. 4 to the Report, filed on December 28, 2021 (“Amendment 4”), attached as Exhibit 99.1, to this one. , and incorporated herein by reference. The Support Agreement was terminated due to the original S-4 of the Merger, as defined in the Merger Agreement, not having been filed. Currently, the parties have agreed not to extend the Support Agreement.

Although the Reporting Person is not currently taking any formal position regarding its support for the merger, its support will only be granted after review of all final documents regarding the structure of the merger, their compliance with the terms and the commercial agreement of origin, and firm confirmation of commitments for the financing of the contemplated merger. These include, but are not limited to, the ability of shareholders to take stock on terms no less favorable than any new money raised, through any security, to support the merger and an act of trust for the senior notes that provides sufficient protection to guarantee their repayment within 12 months. In the absence of these provisions, the reporting person will not vote in favor of the merger.

Except as described above in this Section 4 and herein, Ms. Singer currently has no specific plans or proposals relating to or would result in any of the actions or events specified in clauses (a) to (j) of Section 4 of Schedule 13D. Mrs. Singer reserves the right to modify her plans and to take any action she may deem appropriate to maximize the value of her investments, including, among other things, the purchase or acquisition of additional securities of the issuer. , sale or otherwise dispose of. of all securities of the Issuer beneficially owned by it, in each case on the open market or in privately negotiated transactions, or to make any other plans or proposals relating to the Issuer or its securities in the measure deemed desirable by Mrs. Singer in the light of her general considerations. investment policies, market conditions, further developments affecting the Issuer and the Issuer’s general business and future prospects. Ms. Singer may take any other action with respect to the Issuer or any debt or equity security of the Issuer in any manner permitted by applicable law.

(b) The purpose of this filing is also to report that, since the filing of the report, a material change has occurred in the percentage of common shares beneficially owned by the reporting person due to changes in the amount of the Company’s outstanding Common Shares as set forth herein.

Item 5. Interest in the securities of the issuer

Point 5 of the statement is hereby amended and reworded as follows:

The total percentage of common shares reported owned is based on 49,212,173 common shares reported as outstanding on October 31, 2021 in the issuer’s Form 10-Q filed on December 15, 2021.

A. TAR HOLDINGS, LLC

(a) As of the date hereof, TAR HOLDINGS, LLC (“TAR”) beneficially owns 6,067,616
ordinary shares, which shares are held directly by TAR.

Percentage: approximately 12.3
%

(b) 1. Sole Voting Power or Direct Voting: 6,067,616[4]

2. Shared voting power or direct vote: 0

3. Exclusive power to alienate or order alienation: 6,067,616[5]

4. Shared power to dispose or direct disposal: 0

B. KAREN SINGER

(a) As of the date hereof, Ms. Singer, as a governing member of TAR, is the beneficial owner 6,067,616
ordinary shares held by TAR.

Percentage: approximately 12.3
%

(b) 1. Sole Voting Power or Direct Voting: 6,067,616[6]

2. Shared voting power or direct vote: 0

3. Exclusive power to alienate or order alienation: 6,067,616[7]

4. Shared power to dispose or direct disposal: 0

(c) As of the date hereof, the Reporting Person beneficially owns an aggregate of 6,067,616
ordinary shares, constituting approximately 12.3 % of Shares outstanding.

(d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends or proceeds from the sale of Common Shares.

(e) Not applicable.

_______________

[4]

Ms. Singer has exclusive voting rights in respect of all shares held by TAR Holdings, LLC.

[5]

Ms. Singer has exclusive power to dispose of all shares held by TAR Holdings, LLC.

[6]

See FN4

[7]

See FN5

After reasonable investigation and to the best of their knowledge and belief, each of the undersigned certifies that the information contained in this statement is true, complete and correct.

Dated: February 14, 2022

TAR HOLDINGS, LLC

Through: /s/ Karen Singer
Name: Karen Singer
Title: Managing Member

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