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^*

Tessler Michael

(Last)

(First)

(Middle)

C/O BROADSOFT, INC.

220 PERRY PARKWAY

(Street)

GAITHERSBURG

20877

(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)

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

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	384,223⁽¹⁾	D
Common Stock	36,666	I	By The Michael Tessler 1999 Irrevocable Trust⁽²⁾

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)
Employee Stock Option (right to buy)	⁽³⁾	06/10/2019	Common Stock	352,081	$2.4	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/19/2013	Common Stock	45,833	$0.78	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/30/2012	Common Stock	87,500	$0.78	D

Explanation of Responses:

1. Includes 15,833 shares of common stock issuable upon Restricted Stock Units (the "RSUs") held by the reporting person. The RSUs have a term of 10 years and will vest over the four year period following the date of grant, May 24, 2010, with 25% of the award vesting on the first anniversary of the grant and the remainder vesting in 12 equal quarterly installments thereafter. Additionally, the vesting schedule will accelerate in full if the reporting person is terminated without cause or resigns for good reason within one year after a change of control in the company. Except for the foregoing, the vesting of the award will be subject to the reporting person's continuous service through the vesting date.

2. Held for the benefit of the spouse and minor children of the reporting person. The reporting person disclaims beneficial ownership of any shares held by The Michael Tessler 1999 Irrevocable Trust.

3. In accordance with their terms, the options are immediately exercisable in full; however, the shares underlying the options are subject to vesting. As of the date of this Form 3, 243,748 shares are fully vested, with the remaining 108,333 shares vesting at various rates through April 29, 2012. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Tessler does not satisfy the option's vesting requirements.

4. The options are fully vested and exercisable.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney In addition to the securities reported herein, as described in the registration statement for the Issuer's initial public offering (the "IPO"), the reporting person holds additional restricted stock units (the "2009 RSUs," the "2010 RSUs" and the "2010 IPO RSUs"), the vesting of which are subject to the satisfaction of a performance condition. As a result, the 2009 RSUs, the 2010 RSUs and the 2010 IPO RSUs are not yet considered reportable for purposes of Section 16, and are not reflected on this Form 3. The performance condition of the 2009 RSUs will be satisfied upon the execution and effectiveness of an underwriting agreement by and among the Issuer, the underwriters and certain selling stockholders of the Issuer, in connection with the IPO and, therefore, the reporting person will file a Form 4 following the execution of the Underwriting Agreement. The performance condition of the 2010 RSUs and the 2010 IPO RSUs will be satisfied upon the closing of the IPO and, therefore, the reporting person will file an additional Form 4 following the closing of the IPO to report the 2010 RSUs and the 2010 IPO RSUs.

	/s/ Christi Novak, attorney-in-fact	06/15/2010
	** 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 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).
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