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
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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. Date of Event Requiring Statement (Month/Day/Year)
02/16/2012
3. Issuer Name and Ticker or Trading Symbol
BRIGHTCOVE INC [ BCOV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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 278,958 I See footnote (1)
Common Stock 26,011 I See footnote (2)
Common Stock 29,721 I See footnote (3)
Common Stock 29,103 I See footnote (4)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (6) (6) Common Stock 1,474,653 (6) I See footnote (1)
Series B Preferred Stock (7) (7) Common Stock 1,300,011 (7) I See footnote (1)
Series C Preferred Stock (8) (8) Common Stock 933,706 (8) I See footnote (1)
Series D Preferred Stock (9) (9) Common Stock 333,127 (9) I See footnote (1)
Series A Preferred Stock (6) (6) Common Stock 137,469 (6) I See footnote (2)
Series B Preferred Stock (7) (7) Common Stock 121,216 (7) I See footnote (2)
Series C Preferred Stock (8) (8) Common Stock 87,063 (8) I See footnote (2)
Series D Preferred Stock (9) (9) Common Stock 31,061 (9) I See footnote (2)
Series A Preferred Stock (6) (6) Common Stock 157,107 (6) I See footnote (3)
Series B Preferred Stock (7) (7) Common Stock 138,511 (7) I See footnote (3)
Series C Preferred Stock (8) (8) Common Stock 99,483 (8) I See footnote (3)
Series D Preferred Stock (9) (9) Common Stock 35,493 (9) I See footnote (3)
Series B Preferred Stock (7) (7) Common Stock 64,653 (7) I See footnote (4)
Series C Preferred Stock (8) (8) Common Stock 8,050 (8) I See footnote (4)
Series D Preferred Stock (9) (9) Common Stock 34,755 (9) I See footnote (4)
Series A Preferred Stock (6) (6) Common Stock 153,846 (6) I See footnote (5)
Series B Preferred Stock (7) (7) Common Stock 70,977 (7) I See footnote (5)
Series C Preferred Stock (8) (8) Common Stock 89,362 (8) I See footnote (5)
Explanation of Responses:
1. The securities are held by Accel IX L.P. ("A9"). James Breyer, a director of the Issuer, is deemed to indirectly own or control 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 help by A9. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of A9A and may be deemed to share voting and investment power over the shares held of record by A9. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or her pecuniary interest therein.
2. The securities are held by Accel Investors 2005 L.L.C. ("AI2005"). James Breyer, a director of the Issuer, is deemed to indirectly own or control the shares held of record by AI2005. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of AI2005 and may be deemed to share voting and investment power over the shares held of record by AI2005. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by AI2005 except to the extent of his or her pecuniary interest therein.
3. The securities are held by Accel IX Strategic Partners L.P. ("A9SP"). James Breyer, a director of the Issuer, is deemed to indirectly own or control the shares held of record by A9SP. Accel IX Associates L.L.C. ("A9A") is the general partner of A9SP and has sole voting and investment power over the shares help by A9SP. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer is a managing member of A9A and may be deemed to share voting and investment power over the shares held of record by A9SP. Each of Kevin Efrusy, Ping Li, Arthur Patterson, Theresia Gouw Ranzetta and James Breyer disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or her pecuniary interest therein.
4. The securities are held by Breyer Capital L.L.C. James Breyer, a director of the Issuer, is a managing member of Breyer Capital L.L.C.
5. 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.
6. A9 is the holder of record of 1,917,050 shares of Series A Preferred Stock, which are convertible into 1,474,653 shares of Common Stock. AI2005 is the holder of record of 178,710 shares of Series A Preferred Stock, which are convertible into 137,469 shares of Common Stock. A9SP is the holder of record of 204,240 shares of Series A Preferred Stock, which are convertible into 157,107 shares of Common Stock. The Trust is the holder of record of 200,000 shares of Series A Preferred Stock, which are convertible into 153,846 shares of Common Stock. The Series A Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.
7. A9 is the holder of record of 1,690,015 shares of Series B Preferred Stock, which are convertible into 1,300,011 shares of Common Stock. AI2005 is the holder of record of 157,582 shares of Series B Preferred Stock, which are convertible into 121,216 shares of Common Stock. A9SP is the holder of record of 180,065 shares of Series B Preferred Stock, which are convertible into 138,511 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 84,049 shares of Series B Preferred Stock, which are convertible into 64,653 shares of Common Stock. The Trust is the holder of record of 92,271 shares of Series B Preferred Stock, which are convertible into 70,977 shares of Common Stock. The Series B Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.
8. A9 is the holder of record of 1,213,818 shares of Series C Preferred Stock, which are convertible into 933,706 shares of Common Stock. AI2005 is the holder of record of 113,182 shares of Series C Preferred Stock, which are convertible into 87,063 shares of Common Stock. A9SP is the holder of record of 129,328 shares of Series C Preferred Stock, which are convertible into 99,483 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 10,466 shares of Series C Preferred Stock, which are convertible into 8,050 shares of Common Stock. The Trust is the holder of record of 116,171 shares of Series C Preferred Stock, which are convertible into 89,362 shares of Common Stock. The Series C Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.
9. A9 is the holder of record of 767,528 shares of Series D Preferred Stock, which are convertible into 333,127 shares of Common Stock. AI2005 is the holder of record of 71,567 shares of Series D Preferred Stock, which are convertible into 31,061 shares of Common Stock. A9SP is the holder of record of 81,778 shares of Series D Preferred Stock, which are convertible into 35,493 shares of Common Stock. Breyer Capital L.L.C. is the holder of record of 80,076 shares of Series D Preferred Stock, which are convertible into 34,755 shares of Common Stock. The Series D Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.
Remarks:
Exhibit 24.1: Power of Attorney
/s/ James Breyer 02/14/2012
** 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 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).
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.