SEC Filing | Brightcove Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BREYER JAMES

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2012

3. Issuer Name and Ticker or Trading Symbol
BRIGHTCOVE INC [ BCOV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	278,958	I	See footnote⁽¹⁾
Common Stock	26,011	I	See footnote⁽²⁾
Common Stock	29,721	I	See footnote⁽³⁾
Common Stock	29,103	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,474,653	⁽⁶⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,300,011	⁽⁷⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	933,706	⁽⁸⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	333,127	⁽⁹⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	137,469	⁽⁶⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	121,216	⁽⁷⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	87,063	⁽⁸⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	31,061	⁽⁹⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	157,107	⁽⁶⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	138,511	⁽⁷⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	99,483	⁽⁸⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	35,493	⁽⁹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	64,653	⁽⁷⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	8,050	⁽⁸⁾	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	34,755	⁽⁹⁾	I	See footnote⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	153,846	⁽⁶⁾	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	70,977	⁽⁷⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	89,362	⁽⁸⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. The securities are held by Accel IX L.P. ("A9"). James Breyer, a director of the Issuer, is deemed to indirectly own or control the shares held of record by A9. Accel IX Associates L.L.C. ("A9A") is the general partner of A9 and has sole voting and investment power over the shares help by A9. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of A9A and may be deemed to share voting and investment power over the shares held of record by A9. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or her pecuniary interest therein.

2. The securities are held by Accel Investors 2005 L.L.C. ("AI2005"). James Breyer, a director of the Issuer, is deemed to indirectly own or control the shares held of record by AI2005. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of AI2005 and may be deemed to share voting and investment power over the shares held of record by AI2005. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by AI2005 except to the extent of his or her pecuniary interest therein.

3. The securities are held by Accel IX Strategic Partners L.P. ("A9SP"). James Breyer, a director of the Issuer, is deemed to indirectly own or control the shares held of record by A9SP. Accel IX Associates L.L.C. ("A9A") is the general partner of A9SP and has sole voting and investment power over the shares help by A9SP. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of A9A and may be deemed to share voting and investment power over the shares held of record by A9SP. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or her pecuniary interest therein.

4. The securities are held by Breyer Capital L.L.C. James Breyer, a director of the Issuer, is a managing member of Breyer Capital L.L.C.

5. The securities are held by James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 (the "Trust"). James Breyer, a director of the Issuer, is a trustee of the Trust.

6. A9 is the holder of record of 1,917,050 shares of Series A Preferred Stock, which are convertible into 1,474,653 shares of Common Stock. AI2005 is the holder of record of 178,710 shares of Series A Preferred Stock, which are convertible into 137,469 shares of Common Stock. A9SP is the holder of record of 204,240 shares of Series A Preferred Stock, which are convertible into 157,107 shares of Common Stock. The Trust is the holder of record of 200,000 shares of Series A Preferred Stock, which are convertible into 153,846 shares of Common Stock. The Series A Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

7. A9 is the holder of record of 1,690,015 shares of Series B Preferred Stock, which are convertible into 1,300,011 shares of Common Stock. AI2005 is the holder of record of 157,582 shares of Series B Preferred Stock, which are convertible into 121,216 shares of Common Stock. A9SP is the holder of record of 180,065 shares of Series B Preferred Stock, which are convertible into 138,511 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 84,049 shares of Series B Preferred Stock, which are convertible into 64,653 shares of Common Stock. The Trust is the holder of record of 92,271 shares of Series B Preferred Stock, which are convertible into 70,977 shares of Common Stock. The Series B Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

8. A9 is the holder of record of 1,213,818 shares of Series C Preferred Stock, which are convertible into 933,706 shares of Common Stock. AI2005 is the holder of record of 113,182 shares of Series C Preferred Stock, which are convertible into 87,063 shares of Common Stock. A9SP is the holder of record of 129,328 shares of Series C Preferred Stock, which are convertible into 99,483 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 10,466 shares of Series C Preferred Stock, which are convertible into 8,050 shares of Common Stock. The Trust is the holder of record of 116,171 shares of Series C Preferred Stock, which are convertible into 89,362 shares of Common Stock. The Series C Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

9. A9 is the holder of record of 767,528 shares of Series D Preferred Stock, which are convertible into 333,127 shares of Common Stock. AI2005 is the holder of record of 71,567 shares of Series D Preferred Stock, which are convertible into 31,061 shares of Common Stock. A9SP is the holder of record of 81,778 shares of Series D Preferred Stock, which are convertible into 35,493 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 80,076 shares of Series D Preferred Stock, which are convertible into 34,755 shares of Common Stock. The Series D Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ James Breyer	02/14/2012
	** 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 5 (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.

Power of Attorney

Exhibit 24.1

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Andrew Feinberg, Christopher Menard, and Christopher Keenan, and each of them individually, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) Complete and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or ten percent (10%) shareholder of Brightcove Inc., a Delaware corporation (the “Company”) any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned’s company or partnership, as the case may be, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regulations thereunder;

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such instruments, certificates or documents required to be filed pursuant to Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act which is necessary, proper or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any such attorney-in-fact, or any such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act or the rules or regulations thereunder. The undersigned hereby agrees to indemnify each attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to such attorney-in fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any instruments, certificates and documents pursuant to Section 13 and 16 of the Exchange Act or the rules or regulations thereunder with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 14, 2012.

/s/ James Breyer
James Breyer