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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DeBevoise Marc
(Last) (First) (Middle)
C/O BRIGHTCOVE INC.
281 SUMMER STREET
(Street)
BOSTON MA 02210
(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025
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 02/04/2025 D(1) 1,819,771(2)(3)(4) D $4.45(2)(3)(4) 0 D
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. This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2024 by and among the Issuer, Bending Spoons US Inc., a Delaware corporation ("Parent"), Bending Spoons S.p.A., an Italian societa per azioni (solely for the purposes of Section 6.11, Section 6.13 and Section 9.15 of the Merger Agreement), and Blossom Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bending Spoons ("Merger Sub"). On February 4, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
2. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer common stock, par value $0.001 per share (the "Issuer Common Stock") was cancelled and automatically converted into the right to receive $4.45 in cash, without interest (the "Merger Consideration").
3. Includes (i) 500,000 restricted stock units previously subject to performance-based vesting conditions ("PSUs") and (ii) 891,341 restricted stock units previously subject to time-based vesting conditions (together with the PSUs, the "RSUs"). Each RSU represented the contingent right to receive one share of Issuer Common Stock upon vesting and settlement. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was cancelled and extinguished in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU immediately prior to the Effective Time ("RSU Consideration").
4. (Continued from footnote 3) With respect to each PSU, the holder thereof was entitled to RSU Consideration only to the extent the PSU became vested in accordance with its terms at or prior to the Effective Time. At the Effective Time, the PSUs were unvested.
/s/ Christopher Keenan, as attorney-in-fact 02/04/2025
** 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.
Brightcove (NASDAQ:BCOV)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025 Brightcove 차트를 더 보려면 여기를 클릭.
Brightcove (NASDAQ:BCOV)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025 Brightcove 차트를 더 보려면 여기를 클릭.