sc13da406297078_12162010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)1

SeaChange International, Inc.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

811699107
(CUSIP Number)
 
MARK MITCHELL
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7988

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 16, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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).
 
 
 
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,252,822
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,252,822
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,252,822
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
CO

 
5
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
COWEN OVERSEAS INVESTMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
386,520
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
386,520
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
386,520
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
386,520
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
386,520
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
386,520
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,252,822
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,252,822
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,252,822
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,639,342
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,639,342
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
OO

 
9
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,639,342
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,639,342
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
CO

 
10
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,639,342
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,639,342
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
OO

 
11
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,639,342
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,639,342
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
OO

 
12
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
2,639,342
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
2,639,342
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
IN

 
13
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
2,639,342
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
2,639,342
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
IN

 
14
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
2,639,342
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
2,639,342
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
IN

 
15
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
2,639,342
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
2,639,342
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,342
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
IN

 
16
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 - 0 -
8
SHARED VOTING POWER
 
 - 0 -
9
SOLE DISPOSITIVE POWER
 
 - 0 -
10
SHARED DISPOSITIVE POWER
 
 - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 - 0 -
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%
14
TYPE OF REPORTING PERSON
 
IN

 
17
 
CUSIP NO. 811699107
 
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 
(a)
This statement is filed by:
 
 
(i)
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), that serves as the general partner of COIL;
 
 
(iv)
Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), that serves as the investment manager of Value and Opportunity Master Fund;
 
 
(v)
Ramius LLC, a Delaware limited liability company (“Ramius”), that serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;
 
 
(vi)
Cowen Group, Inc., a Delaware corporation (“Cowen”), that serves as the sole member of Ramius;
 
 
(vii)
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), that is a significant shareholder of Cowen;
 
 
(viii)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), that serves as managing member of RCG Holdings;
 
 
(ix)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(x)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(xi)
Thomas W. Strauss, who serves as one of the managing members of C4S;
 
 
(xii)
Jeffrey M. Solomon, who serves as one of the managing members of C4S; and
 
 
(xiii)
Peter A. Feld, who is a member of the Board of Directors of the Issuer.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
None of Ramius Navigation Master Fund Ltd (“Navigation Master Fund”), Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”) or RCG PB, Ltd (“RCG PB”) beneficially owns any Shares and each will cease to be a Reporting Person immediately following the filing of this Amendment No. 4.
 
 
18
 
CUSIP NO. 811699107
 
(b)           The address of the principal office of each of Ramius Advisors, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss, Solomon and Feld is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of Value and Opportunity Master Fund and COIL is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of each of Value and Opportunity Master Fund and Cowen and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund and COIL is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  COIL has been formed for the purpose of making equity and debt investments.  The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the general partner of COIL.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of RCG Holdings.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.  Mr. Feld is a Managing Director of Ramius and a Portfolio Manager of the Value and Opportunity Master Fund.
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Cohen, Stark, Strauss, Solomon and Feld are citizens of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Value and Opportunity Master Fund and COIL were purchased with working capital (which may include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 2,639,342 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund and COIL is approximately $19,321,000, excluding brokerage commissions.
 
 
19
 
CUSIP NO. 811699107
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On December 16, 2010, the Ramius Group (as defined in the Settlement Agreement) and the Issuer entered into a settlement agreement (the “Settlement Agreement”).  Pursuant to the terms of the Settlement Agreement, the Issuer agreed to, among other things, (i) reconstitute the classes of the Board of Directors of the Issuer (the “Board”) such that Carmine Vona shall become a Class I director with a term expiring at the Issuer’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”), (ii) appoint Mr. Feld as a Class III director to fill the vacancy on the Board created by the resignation of ReiJane Huai as a director of the Issuer, and (iii) re-nominate Raghu Rau  for election to the Board as a Class III director at the 2011 annual meeting of stockholders (the “2011 Annual Meeting”).
 
The Issuer further agreed that upon the execution of the Settlement Agreement, the Board will immediately establish an independent committee composed of four independent directors including Mr. Feld (who shall be Chair), Mr. Rau, Thomas Olson and Carmine Vona.
 
In addition, the Issuer agreed that the size of the Board shall remain fixed at eight (8) members until the conclusion of the 2012 Annual Meeting, which shall be held no later than July 31, 2012.
 
The Ramius Group agreed, among other things, (i) to vote all Shares beneficially owned by it and its affiliates in favor of the election of the 2011 Nominees (as defined in the Settlement Agreement) and in favor of the ratification of the Issuer’s independent registered public accounting firm, at the 2011 Annual Meeting, (ii) not to nominate any person for election at the 2011 Annual Meeting, (iii) not to submit any proposal for consideration at, or bring any other business before, the 2011 Annual Meeting and (iv) not to publicly or privately encourage or support any other stockholder to nominate any person for election at the 2011 Annual Meeting.
 
The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.
 
 Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 31,594,027 Shares outstanding, as of December 3, 2010, which is the total number of Shares outstanding as reported in the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 10, 2010.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of close of the close of business on December 16, 2010, Value and Opportunity Master Fund beneficially owned 2,252,822 Shares.
 
Percentage: Approximately 7.1%.
 
 
(b)
1. Sole power to vote or direct vote: 2,252,822
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,252,822
 
4. Shared power to dispose or direct the disposition: 0
 
 
20
 
CUSIP NO. 811699107
 
 
(c)
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on December 16, 2010, Navigation Master Fund no longer owned any Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
C.
RCG PB
 
 
(a)
As of the close of business on December 16, 2010, RCG PB no longer owned any Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
D.
COIL
 
 
(a)
As of the close of business on December 16, 2010, COIL beneficially owned 386,520 Shares.
 
Percentage: Approximately 1.2%.
 
 
(b)
1. Sole power to vote or direct vote: 386,520
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 386,520
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by COIL during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
21
 
CUSIP NO. 811699107
 
E.
Enterprise Master Fund
 
 
(a)
As of the close of business on December 16, 2010, Enterprise Master Fund no longer owned any Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Navigation Master Fund are set forth on Schedule B and are incorporated herein by reference.
 
F.
Ramius Advisors
 
 
(a)
Ramius Advisors, as general partner of COIL, may be deemed the beneficial owner of the 386,520 Shares owned by COIL.
 
Percentage: Approximately 1.2%.
 
 
(b)
1. Sole power to vote or direct vote: 386,520
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 386,520
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days by COIL are set forth in Schedule A and are incorporated herein by reference.
 
G.
Value and Opportunity Advisors
 
 
(a)
Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 2,252,822 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 7.1%.
 
 
(b)
1. Sole power to vote or direct vote: 2,252,822
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,252,822
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Value and Opportunity Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
 
22
 
CUSIP NO. 811699107
 
H.
Ramius
 
 
(a)
Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.
 
Percentage: Approximately 8.4%.
 
 
(b)
1. Sole power to vote or direct vote: 2,639,342
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,639,342
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
I.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.
 
Percentage: Approximately 8.4%.
 
 
(b)
1. Sole power to vote or direct vote: 2,639,342
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,639,342
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Cowen has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
J.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.
 
Percentage: Approximately 8.4%.
 
 
(b)
1. Sole power to vote or direct vote: 2,639,342
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,639,342
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
RCG Holdings has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
 
23
 
CUSIP NO. 811699107
 
K.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.
 
Percentage: Approximately 8.4%.
 
 
(b)
1. Sole power to vote or direct vote: 2,639,342
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,639,342
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
C4S has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
L.
Messrs. Cohen, Stark, Strauss and Solomon
 
 
(a)
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.
 
Percentage: Approximately 8.4%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,639,342
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,639,342

 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
M.
Mr. Feld
 
 
(a)
As of the close of business on December 16, 2010, Mr. Feld did not directly own any Shares.  Mr. Feld, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 2,252,822 Shares owned by Value and Opportunity Master Fund and (iv) 386,520 Shares owned by COIL.  Mr. Feld disclaims beneficial ownership of such Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
 
24
 
CUSIP NO. 811699107
 
 
(c)
Mr. Feld has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On December 17, 2010, Value and Opportunity Master Fund, RCG PB, Navigation Master Fund, Enterprise Master Fund, COIL, Value and Opportunity Advisors, Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S, Messrs. Cohen, Solomon, Stark, Strauss and Feld entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Settlement Agreement, dated December 16, 2010, by and among SeaChange International, Inc., Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, RCG PB, Ltd, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon and Peter A. Feld.
 
 
99.2
Joint Filing Agreement, dated December 17, 2010, by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Cowen Overseas Investment LP, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon and Peter A. Feld.
 
 
25
 
CUSIP NO. 811699107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 17, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
       its investment manager
 
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RCG PB, LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
       its general partner
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
       its sole member
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: Cowen Group, Inc.,
        its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
       its managing member
 
C4S & CO., L.L.C.
 


By:
/s/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory


/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon,
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss

/s/ Peter A. Feld
PETER A. FELD
 
 
26
 
CUSIP NO. 811699107
 
SCHEDULE A
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Owen S. Littman
Director
  
General Counsel of Cowen Group, Inc.
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Mark R. Mitchell
Director
  
Partner Managing Director of Ramius LLC
  
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
CFS Company Ltd.
Director
  
Nominee Company registered with
Cayman Islands Monetary Authority and
is affiliated with Administrator of the Fund
  
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
CSS Corporation Ltd.
Secretary
  
Affiliate of the Administrator of the Fund
  
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
 
  
Cayman Islands
 
Directors and Officers of Cowen Group, Inc.
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
  
Chief Executive Officer of Cowen Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Steven Kotler
Director
  
Vice Chairman of Gilbert Global Equity Partners
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jules B. Kroll
Director
  
President of JEMKroll Group
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
David M. Malcolm
Director
  
Chairman of Cowen and Company, LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
 
 
 
 
CUSIP NO. 811699107
 
Jerome S. Markowitz
Director
  
Senior Partner at Conifer Securities LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jack H. Nusbaum
Director
  
Chairman of Willkie Farr & Gallagher LLP
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Edoardo Spezzotti
Director
  
Senior Executive Vice President of
Unicredit Group
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
Italy
             
John E. Toffolon, Jr.
Lead Director
  
Director, Westway Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Christopher A. White
Chief of Staff
  
Chief of Staff of Cowen Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Joseph R. Wright
Director
  
Senior Advisor to The Chart Group, L.P.
and Director of Scientific Games Corporation
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Morgan B. Stark
Member of Executive and Operating Committees
  
Chairman of Ramius LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Thomas W. Strauss
Member of Executive and Operating Committees
  
President of Ramius LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Stephen A. Lasota
Chief Financial Officer
  
Chief Financial Officer of Ramius LLC
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
             
Jeffrey M. Solomon
Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee
and member of the Operating Committee
  
Chief Operating Officer of Cowen Group, Inc.
  
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
  
United States
 
 
 
 
CUSIP NO. 811699107
 
 
SCHEDULE B
 
Transactions in the Shares by the Reporting Persons During the Past 60 Days

Shares of Common Stock
Purchased/ (Sold)
Price Per
Share($)
Date of
Purchase/ Sale
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
100,000
  
7.5300
10/22/2010
35,000
  
7.5600
10/22/2010
80,000
  
7.6800
10/25/2010
20,000
  
7.6800
10/25/2010
10,000
  
7.5700
10/26/2010
20,000
  
7.6000
10/26/2010
10,000
  
7.6600
10/26/2010
20,000
  
7.7700
10/26/2010
20,000
  
7.8200
10/26/2010
 
RAMIUS NAVIGATION MASTER FUND LTD
 
(11,350)
  
7.6702
10/15/2010
(4,770)
  
7.6802
10/15/2010
1,339
  
7.6908
10/18/2010
1,132
  
7.6863
10/18/2010
(8,866)
  
7.7204
10/18/2010
(13,820)
  
7.7117
10/18/2010
(11,587)
  
7.5668
10/19/2010
(6,284)
  
7.5770
10/20/2010
(9,113)
  
7.4555
10/21/2010
(75,000)
  
7.5467
10/22/2010
(1,500)
  
7.5259
10/22/2010
(23,907)
  
7.5287
10/22/2010
(30,000)
  
7.6784
10/25/2010
(45,000)
  
7.6621
10/25/2010
(4,880)
  
7.6703
10/26/2010
(55,120)
  
7.6703
10/26/2010
(17,089)
  
7.9240
10/27/2010
 
COWEN OVERSEAS INVESTMENT LP
 
40,000
  
7.9323
10/27/2010
27,600
  
7.9666
10/28/2010
22,900
  
8.0419
10/29/2010
29,500
  
8.3024
11/01/2010
37,420
  
7.8971
11/12/2010
1,000
  
7.9000
11/12/2010
28,100
  
7.8876
11/15/2010
 
 
 
 
CUSIP NO. 811699107
 
 
RCG PB, LTD
 
(15,045)
  
7.6702
10/15/2010
(6,322)
  
7.6802
10/15/2010
1,773
  
7.6908
10/18/2010
1,499
  
7.6863
10/18/2010
(11,732)
  
7.7204
10/18/2010
(18,288)
  
7.7117
10/18/2010
(15,334)
  
7.5668
10/19/2010
(8,316)
  
7.5770
10/20/2010
(12,059)
  
7.4555
10/21/2010
(100,000)
  
7.5300
10/22/2010
(35,000)
  
7.5600
10/22/2010
(80,000)
  
7.6800
10/25/2010
(20,000)
  
7.6800
10/25/2010
(10,000)
  
7.5700
10/26/2010
(20,000)
  
7.6000
10/26/2010
(10,000)
  
7.6600
10/26/2010
(18,850)
  
7.7700
10/26/2010
(1,150)
  
7.7700
10/26/2010
(20,000)
  
7.8200
10/26/2010
(19,130)
  
7.9240
10/27/2010