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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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.
9737 WASHINGTONIAN BOULEVARD, SUITE 350

(Street)
GAITHERSBURG MD 20878

(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)
02/15/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2013 S (1) 5,090 D $37.15 142,663 D
Common Stock (2) 02/15/2013 A 85,000 A $0.00 227,663 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (3) 02/15/2013 A 21,250 (4) (5) 02/15/2023 Common Stock 21,250 $0.00 21,250 D
Performance Stock Units (3) 02/15/2013 A 21,250 (4) (6) 02/15/2023 Common Stock 21,250 $0.00 21,250 D
Performance Stock Units (3) 02/15/2013 A 21,250 (4) (7) 02/15/2023 Common Stock 21,250 $0.00 21,250 D
Performance Stock Units (3) 02/15/2013 A 21,250 (4) (8) 02/15/2023 Common Stock 21,250 $0.00 21,250 D
Explanation of Responses:
1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 20, 2012.
2. Represents shares issuable upon the vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 15, 2013. 25% of the RSUs vest on February 15, 2014, with the remainder vesting in 12 equal quarterly installments thereafter, in all cases so long as there has been no break in the Reporting Person's continuous service through such date.
3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock, subject to the satisfaction of both (i) a performance-based vesting condition (the "Performance-Based Vesting Condition"); and (ii) a time-based vesting condition (the "Time-Based Vesting Condition").
4. The Time-Based Vesting Condition of each PSU shall be satisfied as to 25% of the PSUs as of February 15, 2014 and as to the remaining PSUs in 12 equal quarterly installments thereafter, in all cases so long as there has been no break in the Reporting Person's continuous service through such date.
5. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $40 per share or a change in control of the Issuer occurs at a price equal to or greater than $40 per share.
6. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $48 per share or a change in control of the Issuer occurs at a price equal to or greater than $48 per share.
7. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $56 per share or a change in control of the Issuer occurs at a price equal to or greater than $56 per share.
8. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $64 per share or a change in control of the Issuer occurs at a price equal to or greater than $64 per share.
Remarks:
/s/ Darren DeStefano, Attorney-in-Fact 02/20/2013
** 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).
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.