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*
BREYER JAMES

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRIGHTCOVE INC [ BCOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2012
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 08/30/2012 G V 61,235 D $0 370,736 I See footnote (2)
Common Stock 09/06/2012 G V 39,002 D $0 331,734 I See footnote (2)
Common Stock 09/07/2012 G V 2,415 D $0 329,319 I See footnote (2)
Common Stock 09/10/2012 J (1) 2,160,227 D $0 0 I See footnote (3)
Common Stock 09/10/2012 J (1) 201,410 D $0 0 I See footnote (4)
Common Stock 09/10/2012 J (1) 230,157 D $0 0 I See footnote (5)
Common Stock 09/10/2012 J (1) 27,123 A $0 356,442 I See footnote (2)
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
Explanation of Responses:
1. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel IX L.P. ("A9"), Accel Investors 2005 L.L.C. ("AI2005") and Accel IX Strategic Partners L.P. ("A9SP") to their respective general and limited partners or members without consideration.
2. The securities are held by James W. Breyer, Trustee of The James W. Breyer 2005 Trust, dated March 25, 2005 (the "Trust"). James Breyer, a director of the Issuer, is a trustee of the Trust. Mr. Breyer disclaims beneficial ownership of all shares held by the Trust except to the extent of his pecuniary interest therein.
3. The securities are held by A9. James Breyer, a director of the Issuer, may be deemed to indirectly share ownership or control of the shares held of record by A9. Accel IX Associates L.L.C. ("A9A") is the general partner of A9 and has sole voting and investment power over the shares held by A9. Each of Mr. Breyer and A9A disclaims beneficial ownership of all shares held by A9 except to the extent of his or its pecuniary interest therein.
4. The securities are held by AI2005. James Breyer, a director of the Issuer, may be deemed to indirectly share ownership or control of the shares held of record by AI2005. Mr. Breyer disclaims beneficial ownership of all shares held by AI2005 except to the extent of his pecuniary interest therein.
5. The securities are held by A9SP. James Breyer, a director of the Issuer, may be deemed to indirectly share ownership or control of the shares held of record by A9SP. A9A is the general partner of A9SP and has sole voting and investment power over the shares held by A9SP. Each of Mr. Breyer and A9A disclaims beneficial ownership of all shares held by A9SP except to the extent of his or its pecuniary interest therein.
/s/ Christopher Keenan, as attorney-in-fact 09/11/2012
** 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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