SEC FORM 4

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

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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^*

Tholen James Albert

(Last)

(First)

(Middle)

C/O BROADSOFT, INC.

220 PERRY PARKWAY

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROADSOFT INC [ BSFT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2010		A		11,666⁽¹⁾	A	$0.00	67,221	D
Common Stock	06/15/2010		A		53,333⁽²⁾	A	$0.00	120,554	D
Common Stock	06/15/2010		F		17,173⁽³⁾	D	$9	103,381	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock underlying restricted stock units ("IPO-Timed RSUs"), which shares were included in the reporting person's Form 3 filed on June 15, 2010, and as disclosed in the registration statement for the Issuer's initial public offering ("IPO"). The IPO-Timed 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. In accordance with Rule 16a-2(a), such transaction is required to be reported on this Form 4.

2. Represents shares of common stock underlying restricted stock units ("2009 RSUs") that were granted on April 29, 2009. These 2009 RSUs would vest only upon the occurrence of the earlier of an IPO or a change of control of the Issuer where the consideration received in the change of control transaction was cash or freely tradable registered shares, subject in either case to the reporting person's continuous service through the vesting date. Accordingly, these awards were not reportable for Section 16 purposes until the satisfaction of the performance vesting condition. The performance condition was satisfied, and the 2009 RSUs became vested, on June 15, 2010, 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. The shares underlying the 2009 RSUs were issued to the reporting person immediately upon vesting of the award.

3. As permitted under the terms of the 2009 RSUs, the reporting person has elected to satisfy his tax withholding obligation by directing the Issuer to withhold a number of shares having a value equal to the dollar amount to be withheld.

Remarks:

In addition to the restricted stock units 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 "2010 RSUs" and the "2010 IPO RSUs"), the vesting of which are subject to the satisfaction of a performance condition. As a result, 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 4. 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 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).
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