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^*

Tessler Michael

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2010

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	06/21/2010⁽¹⁾		A		41,666	A	$0.00	450,804	D
Common Stock	06/21/2010⁽²⁾		A		8,333	A	$0.00	459,137	D
Common Stock								36,666	I	By The Michael Tessler 1999 Irrevocable Trust⁽³⁾

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 (the "2010 RSUs") that were granted on February 12, 2010. These 2010 RSUs have a term of 10 years and are settled in shares of the Issuer's common stock. As granted, the vesting of the 2010 RSUs was subject to the occurrence of an initial public offering or a change in control of the Issuer where the consideration received in the change in control transaction is cash or freely-tradable registered shares. Accordingly, these awards were not reportable for Section 16 purposes until the satisfaction of the performance vesting condition. The performance condition was satisfied, and these RSUs became beneficially owned by the reporting person for Section 16 purposes, upon the closing of the Issuer's initial public offering on June 21, 2010. The 2010 RSUs vest in two equal annual installments on the first and second anniversaries of the date of grant.

2. Represents shares of common stock underlying restricted stock units (the "2010 IPO RSUs") that were granted on February 12, 2010. These 2010 IPO RSUs have a term of 10 years and are settled in shares of the Issuer's common stock. As granted, the vesting of the 2010 IPO RSUs was subject to the occurrence of an initial public offering. Accordingly, these awards were not reportable for Section 16 purposes until the satisfaction of the performance vesting condition. The performance condition was satisfied, and these RSUs became beneficially owned by the reporting person for Section 16 purposes, upon the closing of the Issuer's initial public offering on June 21, 2010. The 2010 IPO RSUs vest in four equal annual installments on the first, second, third and fourth anniversaries of the date of grant.

3. 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.

Remarks:

	/s/ Christi Novak, attorney-in-fact	06/21/2010
	** 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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