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) 06/24/2016 | ||||||||||||||||||||||||||
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 | 06/24/2016 | M(1)(2) | 21,250(2) | A | $0.00 | 212,581 | D | |||
Common Stock | 06/24/2016 | F(3) | 8,779 | D | $41.04 | 203,802 | 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 | ||||||||
Performance Stock Units | (1) | 06/24/2016 | M | 21,250 | (4)(5) | 02/15/2023 | Common Stock | 21,250 | $0.00 | 0 | D |
Explanation of Responses: |
1. As previously reported on a Form 4 filed on February 20, 2013, the Reporting Person was granted a series of performance stock units ("PSUs") representing 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"). |
2. Represents the satisfaction, on June 24, 2016, of the Performance-Based Vesting Condition with respect to the first tranche of 21,250 PSUs as described in footnote (5), converting such PSUs to time-based restricted stock units. Based on the status of the Time-Based Vesting Condition of the award, an aggregate of 17,265 shares subject to the PSUs vested on June 24, 2016. The remaining 3,985 shares subject to this tranche of PSUs vest in three equal quarterly installments through February 15, 2017. |
3. The transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the 17,265 shares, as described in footnote (2). |
4. The Time-Based Vesting Condition of each PSU was satisfied as to 25% of the PSUs as of February 15, 2014 and, will be satisfied 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 would 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. The Performance-Based Vesting Condition was satisfied on June 24, 2016. |
Remarks: |
/s/ Darren DeStefano, Attorney-in-Fact | 06/28/2016 | |
** 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. |