SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DEER IV & CO LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BROADSOFT INC [ BSFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Series A Preferred Stock 06/21/2010 J 2,400,000 D (1) 0 I See Footnotes(2)(4)
Series A Preferred Stock 06/21/2010 J 1,600,000 D (1) 0 I See Footnotes(3)(4)
Common Stock 06/21/2010 C 175,615 A (5) 1,190,875 I See Footnotes(2)(4)
Common Stock 06/21/2010 C 117,076 A (5) 793,916 I See Footnotes(3)(4)
Common Stock 06/21/2010 C 1,416,119 A (6) 2,606,994 I See Footnotes(2)(4)
Common Stock 06/21/2010 C 944,095 A (6) 1,738,011 I See Footnotes(3)(4)
Common Stock 06/21/2010 S 391,049 D $8.37 2,215,945 I See Footnotes(2)(4)
Common Stock 06/21/2010 S 260,702 D $8.37 1,477,309 I See Footnotes(3)(4)
Common Stock 06/21/2010 S 11,479 D $8.37 65,051 D
Common Stock 06/21/2010 S 250 D $8.37 1,416 I See Footnote(7)
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 Securities Underlying Derivative Security (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: 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
Series B-1 Convertible Preferred Stock (5) 06/21/2010 C 73,173 (5) (8) Common Stock 175,615 $0 0 I See Footnotes(2)(4)
Series B-1 Convertible Preferred Stock (5) 06/21/2010 C 48,782 (5) (8) Common Stock 117,076 $0 0 I See Footnotes(3)(4)
Series C-1 Convertible Preferred Stock (6) 06/21/2010 C 1,416,119 (6) (8) Common Stock 1,416,119 $0 0 I See Footnotes(2)(4)
Series C-1 Convertible Preferred Stock (6) 06/21/2010 C 944,095 (6) (8) Common Stock 944,095 $0 0 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
DEER IV & CO LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BESSEMER VENTURE PARTNERS IV LP

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BESSEC VENTURES IV LP

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Deer Management Co. LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock were redeemed for $0.48 per share.
2. These securities are or were owned directly by Bessemer Venture Partners IV L.P. (the "BVP Fund").
3. These securities are or were owned directly by Bessec Ventures IV L.P. (the "Bessec Fund" and collectively with the BVP Fund, the "BVP Investment Funds").
4. Deer IV & Co. LLC (the "General Partner") is the general partner of the BVP Investment Funds and exercises voting and investment power with respect to securities owned directly by the BVP Investment Funds. The General Partner disclaims beneficial ownership of securities owned directly by the BVP Investment Funds and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. Deer Management Co. LLC ("Deer Management") is the management company of the BVP Investment Funds. Deer Management has no beneficial ownership of securities owned directly by the BVP Investment Funds because the management fees received by Deer Management from the BVP Investment Funds are asset based and/or satisfy the criteria for a qualifying performance-based fee under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended.
5. Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series B-1 Convertible Preferred Stock converted at a ratio of 1-to-2.4 into shares of Common Stock.
6. Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series C-1 Convertible Preferred Stock converted at a ratio of 1-to-1 into shares of Common Stock.
7. These securities are owned directly by Deer Management. The BVP Investment Funds and the General Partner have no pecuniary interest in the securities owned directly by Deer Management.
8. These securities were preferred stock of the Issuer and had no expiration date.
/s/ J. Edmund Colloton, Chief Operating Officer for Deer IV & Co. LLC 06/21/2010
/s/ J. Edmund Colloton, Chief Operating Officer, Deer IV & Co. LLC, its general partner for Bessemer Venture Partners IV L.P. 06/21/2010
/s/ J. Edmund Colloton, Chief Operating Officer, Deer IV & Co. LLC, its general partner for Bessec Ventures IV L.P. 06/21/2010
/s/ J. Edmund Colloton, Managing Member for Deer Management Co. LLC 06/21/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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