SEC FORM 3

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

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1. Name and Address of Reporting Person^*

GENERAL CATALYST GROUP IV LP

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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)

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)

	Form filed by One Reporting Person
X	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	256,219	I	See footnote⁽¹⁾
Common Stock	9,270	I	See footnote⁽²⁾
Common Stock	2,540	I	See footnote⁽³⁾
Common Stock	95,766⁽⁴⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,855,927	⁽⁵⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	856,230	⁽⁶⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,078,028	⁽⁷⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	374,485	⁽⁸⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	67,149	⁽⁵⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	30,980	⁽⁶⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	39,003	⁽⁷⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	13,548	⁽⁸⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	20,888	⁽⁶⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	2,600	⁽⁷⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	1,199	⁽⁸⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	787,270⁽⁴⁾	⁽⁶⁾	D
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	98,033⁽⁴⁾	⁽⁷⁾	D
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	45,204⁽⁴⁾	⁽⁸⁾	D

1. Name and Address of Reporting Person^*

GENERAL CATALYST GROUP IV LP

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

General Catalyst GP IV, LLC

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GC ENTREPRENEURS FUND IV L P

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

General Catalyst Partners IV, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities are held by General Catalyst Group III, L.P. ("GCG III"). General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCG III. Each of David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP III, LLC, and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

2. The securities are held by GC Entrepreneurs Fund III, L.P. ("GCEF III"). General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCEF III. Each of David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP III, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

3. The securities are held by GC Entrepreneurs Fund IV, L.P. ("GCEF IV"). General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCEF IV. Each of David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

4. The securities are held by General Catalyst Group IV, L.P. ("GCG IV"). General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCEF IV. Each of David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

5. GCG III is the holder of record of 2,412,706 shares of Series A Preferred Stock, which are convertible into 1,855,927 shares of Common Stock. GCEF III is the holder of record of 87,294 shares of Series A Preferred Stock, which are convertible into 67,149 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.

6. GCG III is the holder of record of 1,113,100 shares of Series B Preferred Stock, which are convertible into 856,230 shares of Common Stock. GCEF III is the holder of record of 40,274 shares of Series B Preferred Stock, which are convertible into 30,980 shares of Common Stock. GCEF IV is the holder of record of 27,155 shares of Series B Preferred Stock, which are convertible into 20,888 shares of Common Stock. GCG IV is the holder of record of 1,023,452 shares of Series B Preferred Stock, which are convertible into 787,270 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.

7. GCG III is the holder of record of 1,401,437 shares of Series C Preferred Stock, which are convertible into 1,078,028 shares of Common Stock. GCEF III is the holder of record of 50,705 shares of Series C Preferred Stock, which are convertible into 39,003 shares of Common Stock. GCEF IV is the holder of record of 3,381 shares of Series C Preferred Stock, which are convertible into 2,600 shares of Common Stock. GCG IV is the holder of record of 127,443 shares of Series C Preferred Stock, which are convertible into 98,033 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.

8. GCG III is the holder of record of 862,817 shares of Series D Preferred Stock, which are convertible into 374,485 shares of Common Stock. GCEF III is the holder of record of 31,217 shares of Series D Preferred Stock, which are convertible into 13,548 shares of Common Stock. GCEF IV is the holder of record of 2,763 shares of Series D Preferred Stock, which are convertible into 1,199 shares of Common Stock. GCG IV is the holder of record of 104,152 shares of Series D Preferred Stock, which are convertible into 45,204 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 Exhibit 24.2: Power of Attorney Exhibit 24.3: Power of Attorney Exhibit 24.4: Power of Attorney This is Part 2 of a two part filing. This Form 3 is being filed in two parts because of the ten person reporting limitation of the electronic filing system. Part 1 is being filed by the following reporting persons: General Catalyst Group III, L.P., GC Entrepreneurs Fund III, L.P., General Catalyst GP III, LLC, General Catalyst Partners III, L.P., David Fialkow, John Simon, and Joel Cutler.

	/s/ Andrew Feinberg, as attorney-in-fact to each Reporting Person	02/16/2012
	** 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).
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