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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROADSOFT, INC. [ BSFT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/06/2016 | A | 2,830(1) | A | $0.00 | 47,444 | D | |||
Common Stock | 01/06/2016 | A | 1,341(2) | A | $33.56 | 48,785 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Represents shares of common stock underlying restricted stock units (the "RSUs") granted on January 6, 2016 pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") in respect of the $95,000 Annual Equity Retainer (as defined in the Policy). The total number of shares of common stock underlying RSUs is a result of dividing the Annual Equity Retainer by the closing price of the Issuer's common stock on the date of issue, rounded down to the nearest whole number. The RSUs vest 25% on the last day of each 2016 calendar quarter assuming the Reporting Person remains a member of the Board of Directors through the end of the relevant calendar quarter. In the event the Reporting Person's service on the Board terminates (other than for cause) prior to the end of a calendar quarter, the RSUs granted shall vest pro-rata based on the portion of the calendar quarter during which such Reporting Person served as a director. |
2. Represents 1,341 shares of common stock underlying the RSUs issued to the Reporting Person in lieu of the $45,000 Annual Cash Retainer (as defined in the Policy) for the 2016 calendar year. The total number of shares of common stock underlying RSUs is a result of dividing the Annual Cash Retainer by the closing price of the Issuer's common stock on the date of issue. The RSUs vest 25% on the last day of each 2016 calendar quarter assuming the Reporting Person remains a member of the Board of Directors through the end of the relevant calendar quarter. In the event the Reporting Person's service on the Board terminates (other than for cause) prior to the end of a calendar quarter, the RSUs granted shall vest pro-rata based on the portion of the calendar quarter during which such Reporting Person served as a director. |
Remarks: |
/s/Darren DeStefano, Attorney-in-Fact | 01/08/2016 | |
** 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. |