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* 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. Date of Event Requiring Statement (Month/Day/Year) 06/15/2010	3. Issuer Name and Ticker or Trading Symbol BROADSOFT INC [ BSFT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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	1,015,260	I	See notes(1)(3)
Common Stock	676,840	I	See notes(2)(3)
Common Stock	76,530	D
Common Stock	1,666	I	See note(4)
Series A Preferred Stock	2,400,000	I	See notes(1)(3)(5)
Series A Preferred Stock	1,600,000	I	See notes(2)(3)(5)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-1 Convertible Preferred Stock	06/15/2010	(6)	Common Stock	175,615	(7)	I	See notes(1)(3)
Series B-1 Convertible Preferred Stock	06/15/2010	(6)	Common Stock	117,076	(7)	I	See notes(2)(3)
Series C-1 Convertible Preferred Stock	06/15/2010	(6)	Common Stock	1,416,119	(8)	I	See notes(1)(3)
Series C-1 Convertible Preferred Stock	06/15/2010	(6)	Common Stock	944,095	(8)	I	See notes(2)(3)

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. These securities are owned directly by Bessemer Venture Partners IV L.P. (the "BVP Fund").

2. These securities are owned directly by Bessec Ventures IV L.P. (the "Bessec Fund" and collectively with the BVP Fund, the "BVP Investment Funds").

3. 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.

4. 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.

5. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will be redeemed for $0.48 per share and subsequently cancelled.

6. These securities are preferred stock of the Issuer and do not have an expiration date.

7. Upon the closing of the Issuer's initial public offering, the shares of Series B-1 Convertible Preferred Stock will convert at a ratio of 1-to-2.4 into the number of shares of Common Stock shown in column 3 above.

8. Upon the closing of the Issuer's initial public offering, the shares of Series C-1 Convertible Preferred Stock will convert at a ratio of 1-to-1 into the number of shares of Common Stock shown in column 3 above.

	Deer IV & Co. LLC, By: /s/ J. Edmund Colloton, Chief Operating Officer	06/15/2010
	Bessemer Venture Partners IV L.P., By: Deer IV & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Chief Operating Officer	06/15/2010
	Bessec Ventures IV L.P., By: Deer IV & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Chief Operating Officer	06/15/2010
	Deer Management Co. LLC, By: /s/ J. Edmund Colloton, Managing Member	06/15/2010
	** Signature of Reporting Person	Date
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