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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROADSOFT INC [ BSFT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |