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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Orfao David J (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BRIGHTCOVE INC [ BCOV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/02/2012
	4. If Amendment, Date of 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

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	11/02/2012		J(1)		2,652,533	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(2)		95,970	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(3)		615,763	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(4)		16,335	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(5)		27,005	A	$0	45,009	I	See footnote
Common Stock	11/02/2012		J(6)		63,835	A	$0	67,995	I	See footnote
Common Stock	11/02/2012		J(7)		45,009	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(8)		67,995	D	$0	0	I	See footnote
Common Stock	11/02/2012		J(9)		17,503	A	$0	17,503	D

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

Explanation of Responses:

1. Effective November 2, 2012, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, distributed in-kind, without consideration, a total of 2,652,533 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG III. General Catalyst GP III, LLC ("GP III LLC") is the general partner of General Catalyst Partners III, L.P. ("GP III LP"), which is the general partner of GCG III. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David Orfao, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCG III except to the extent of their pecuniary interest therein.

2. Effective November 2, 2012, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, distributed in-kind, without consideration, a total of 95,970 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Orfao, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCEF III except to the extent of their pecuniary interest therein.

3. Effective November 2, 2012, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 615,763 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG IV. General Catalyst GP IV, LLC ("GP IV LLC") is the general partner of General Catalyst Partners IV, L.P. ("GP IV LP"), which is the general partner of GCG IV. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Orfao, GP IV LLC and GP IV LP disclaims beneficial ownership of all shares held by GCG IV except to the extent of their pecuniary interest therein.

4. Effective November 2, 2012, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 16,335 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David Orfao, GP IV LLC and GP IV LP disclaims beneficial ownership of all shares held by GCEF IV except to the extent of their pecuniary interest therein.

5. Shares acquired through a distribution in-kind from GCG III and GCEF III by GP III LP. GP III LLC is the general partner of GP III LP. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GP III LP. Each of David Orfao and GP III LLC disclaims beneficial ownership of all shares held by GP III LP except to the extent of their pecuniary interest therein, if any.

6. Shares acquired through a distribution in-kind from GCG IV and GCEF IV by GP IV LP. GP IV LLC is the general partner of GP IV LP. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GP IV LP. Each of David Orfao and GP IV LLC disclaims beneficial ownership of all shares held by GP IV LP except to the extent of their pecuniary interest therein, if any.

7. Effective November 2, 2012, GP III LP distributed in-kind, without consideration, a total of 45,009 shares of Common Stock of the Issuer to its general and limited partners.

8. Effective November 2, 2012, GP IV LP distributed in-kind, without consideration, a total of 67,995 shares of Common Stock of the Issuer to its general and limited partners.

9. Shares acquired through a distribution in-kind from GP III LP and GP IV LP.

	/s/ David J. Orfao	11/02/2012
	** 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.