Amended Statement of Beneficial Ownership (sc 13d/a)
September 16 2016 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
BRIGHTCOVE INC.
(Name of
Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
10921T101
(CUSIP Number)
Tenzing Global Management LLC
388 Market Street,
Suite 860
San Francisco, CA 94111
Telephone: (415)
645-2400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 6, 2016
(Date of Event Which
Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [ ]
Note.
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
|
The information required on the remainder of this cover
page shall not be deemed to be filed for the purpose of section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes.)
CUSIP No.: 10921T101
1
|
Name of reporting person
|
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
Tenzing Global Management LLC
|
|
45-3120520
|
2
|
Check the appropriate box if a member of a group
|
|
(a) [ ] (b) [X]
|
|
|
3
|
SEC use only
|
|
|
4
|
Source of funds
|
|
|
|
WC
|
5
|
Check box if disclosure of legal proceedings is
required pursuant to Item 2(d) or 2(e) [ ]
|
|
|
6
|
Citizenship or place of organization
|
|
|
|
Delaware
|
|
7
|
Sole voting power
|
Number of
|
|
|
shares
|
|
0
|
beneficially
|
8
|
Shared voting power
|
owned by
|
|
|
each
|
|
1,421,900
|
reporting
|
9
|
Sole dispositive power
|
person
|
|
|
with
|
|
0
|
|
10
|
Shared dispositive power
|
|
|
|
|
|
1,421,900
|
11
|
Aggregate amount beneficially owned by each reporting
person
|
|
|
|
1,421,900
|
12
|
Check box if the aggregate amount in Row (11) excludes
certain shares [ ]
|
|
|
13
|
Percent of class represented by amount in Row (11)
|
|
|
|
4.3%
|
14
|
Type of reporting person
|
|
|
|
IA, OO
|
CUSIP No.: 10921T101
1
|
Name of reporting person
|
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
Tenzing Global Investors LLC
|
|
27-5132283
|
2
|
Check the appropriate box if a member of a group
|
|
(a) [ ] (b) [X]
|
|
|
3
|
SEC use only
|
|
|
4
|
Source of funds
|
|
|
|
WC
|
5
|
Check box if disclosure of legal proceedings is
required pursuant to Item 2(d) or 2(e) [ ]
|
|
|
6
|
Citizenship or place of organization
|
|
|
|
Delaware
|
|
7
|
Sole voting power
|
Number of
|
|
|
shares
|
|
0
|
beneficially
|
8
|
Shared voting power
|
owned by
|
|
|
each
|
|
1,025,606
|
reporting
|
9
|
Sole dispositive power
|
person
|
|
|
with
|
|
0
|
|
10
|
Shared dispositive power
|
|
|
|
|
|
1,025,606
|
11
|
Aggregate amount beneficially owned by each reporting
person
|
|
|
|
1,025,606
|
12
|
Check box if the aggregate amount in Row (11) excludes
certain shares [ ]
|
|
|
13
|
Percent of class represented by amount in Row (11)
|
|
|
|
3.1%
|
14
|
Type of reporting person
|
|
|
|
OO
|
CUSIP No.: 10921T101
1
|
Name of reporting person
|
|
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
|
|
|
|
Tenzing Global Investors Fund I LP
|
|
36-4708131
|
2
|
Check the appropriate box if a member
of a group
|
|
(a) [ ] (b) [X]
|
|
|
3
|
SEC use only
|
|
|
4
|
Source of funds
|
|
|
|
WC
|
5
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) [ ]
|
|
|
6
|
Citizenship or place of organization
|
|
|
|
Delaware
|
|
7
|
Sole voting power
|
Number of
|
|
|
shares
|
|
0
|
beneficially
|
8
|
Shared voting power
|
owned by
|
|
|
each
|
|
1,025,606
|
reporting
|
9
|
Sole dispositive power
|
person
|
|
|
with
|
|
0
|
|
10
|
Shared dispositive power
|
|
|
|
|
|
1,025,606
|
11
|
Aggregate amount beneficially owned by each reporting
person
|
|
|
|
1,025,606
|
12
|
Check box if the aggregate amount in Row (11) excludes
certain shares [ ]
|
|
|
13
|
Percent of class represented by amount in Row (11)
|
|
|
|
3.1%
|
14
|
Type of reporting person
|
|
|
|
PN
|
CUSIP No.: 10921T101
1
|
Name of reporting person
|
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
Chet Kapoor
|
2
|
Check the appropriate box if a member of a group
|
|
(a) [ ] (b) [X]
|
|
|
3
|
SEC use only
|
|
|
4
|
Source of funds
|
|
|
|
WC
|
5
|
Check box if disclosure of legal proceedings is
required pursuant to Item 2(d) or 2(e) [ ]
|
|
|
6
|
Citizenship or place of organization
|
|
|
|
Kenya
|
|
7
|
Sole voting power
|
Number of
|
|
|
shares
|
|
0
|
beneficially
|
8
|
Shared voting power
|
owned by
|
|
|
each
|
|
1,421,900
|
reporting
|
9
|
Sole dispositive power
|
person
|
|
|
with
|
|
0
|
|
10
|
Shared dispositive power
|
|
|
|
|
|
1,421,900
|
11
|
Aggregate amount beneficially owned by each reporting
person
|
|
|
|
1,421,900
|
12
|
Check box if the aggregate amount in Row (11) excludes
certain shares [ ]
|
|
|
13
|
Percent of class represented by amount in Row (11)
|
|
|
|
4.3%
|
14
|
Type of reporting person
|
|
|
|
IN
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EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (Amendment No. 2) is
being filed with respect to the Reporting Persons beneficial ownership in
Brightcove, Inc. (the Issuer). This Amendment No. 2 supplements the Schedule
13D as previously filed on November 7, 2014, as amended on February 9, 2015 (the
Schedule 13D). Each Item below amends and supplements the information
disclosed under the corresponding Item of the Schedule 13D. Unless otherwise
indicated herein, capitalized terms used but not defined in this Amendment No. 2
shall have the same meaning herein as are ascribed to such terms in the Schedule
13D. Except as set forth herein, this Amendment No. 2 does not modify any of the
information previously reported by the Reporting Persons in the Schedule
13D.
As of September 6, 2016, the Reporting Persons beneficially own
less than 5% of the shares of Common Stock of the Issuer. This is the final
amendment to the Schedule 13D and constitutes an exit filing for the Reporting
Persons.
ITEM 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as
follows:
(a)
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The Reporting Persons beneficially own:
|
|
|
|
|
(i)
|
Fund I directly owns 1,025,606 shares of Common Stock
representing 3.1% of all of the outstanding shares of Common Stock of the
Issuer.
|
|
|
|
|
(ii)
|
Tenzing Global Investors, as the general partner of Fund
I, may be deemed to beneficially own the 1,025,606 shares of Common Stock
held by Fund I, representing 3.1% of all of the outstanding shares of
Common Stock of the Issuer.
|
|
|
|
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(iii)
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Tenzing Global Management, as the investment advisor of
Fund I and the investment manager of the Parallel Account, may be deemed
to beneficially own 1,421,900 shares of Common Stock held by them,
representing 4.3% of all of the outstanding shares of Common Stock of the
Issuer.
|
|
|
|
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(iv)
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Mr. Kapoor may be deemed to be the beneficial owner of
the shares of Common Stock owned by Tenzing Global Management.
|
|
|
|
|
(v)
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Collectively, the Reporting Persons beneficially own
1,421,900 shares of Common Stock representing 4.3% of all of the
outstanding shares of Common Stock.
|
Each Reporting Person disclaims beneficial ownership with
respect to any shares of Common Stock other than the shares owned directly and
of record by such Reporting Person.
The percentages set forth in this response are based on the
33,068,860 shares of Common Stock outstanding as of July 25, 2016, as reported
by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2016 as filed with the SEC on July 28, 2016.
(b) Tenzing Global Management, Tenzing Global Investors, and
Mr. Kapoor may be deemed to share with Fund I and the Parallel Account (and not
with any third party) the power to vote or direct the vote of and to dispose or
direct the disposition of the 1,025,606 shares of Common Stock and 396,294
shares of Common Stock reported herein, respectively.
(c) The following Reporting Persons engaged in the following
open-market transactions with respect to the Issuers Common Stock during the
last 60 days:
Tenzing Global Investors Fund I LP
|
Number
|
Price
|
|
|
of
|
per
|
Type of
|
Transaction Date
|
Shares
|
Share
|
Transaction
|
9/6/2016
|
104,925
|
13.0786
(1)
|
Sale
|
9/7/2016
|
52,463
|
12.981
(2)
|
Sale
|
9/8/2016
|
50,645
|
12.859
(3)
|
Sale
|
9/9/2016
|
3,988
|
12.287
(4)
|
Sale
|
Parallel Account
|
Number
|
Price
|
|
|
of
|
per
|
Type of
|
Transaction Date
|
Shares
|
Share
|
Transaction
|
9/6/2016
|
45,075
|
13.0786
(1)
|
Sale
|
9/7/2016
|
22,537
|
12.981
(2)
|
Sale
|
9/8/2016
|
21,755
|
12.859
(3)
|
Sale
|
9/9/2016
|
1,712
|
12.287
(4)
|
Sale
|
Other than the foregoing, no transactions in the Common Stock
have been effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) On September 6, 2016, the Reporting Persons ceased to be
the beneficial owners of more than five percent of the shares of Common Stock of
the Issuer.
_____________________________________________
(1)
|
Reflects the weighted average sale price, for multiple
trades executed at prices ranging from $12.86 to $13.39 per
share.
|
(2)
|
Reflects the weighted average sale price, for multiple
trades executed at prices ranging from $12.84 to $13.08 per
share.
|
(3)
|
Reflects the weighted average sale price, for multiple
trades executed at prices ranging from $12.75 to $13.05 per
share.
|
(4)
|
Reflects the weighted average sale price, for multiple
trades executed at prices ranging from $11.995 to $12.72 per
share.
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned each certifies that the information with respect to it
set forth in this Statement is true, complete and correct.
Dated: September 16, 2016
|
|
Tenzing Global Management
LLC
|
|
|
|
|
By:
|
/s/ Chet Kapoor
|
|
|
Chet Kapoor
|
|
|
Managing Partner of Tenzing
Global
|
|
|
Management LLC
|
|
|
|
|
|
Tenzing Global Investors
LLC
|
|
|
|
|
By:
|
/s/ Chet Kapoor
|
|
|
Chet Kapoor
|
|
|
Managing Partner of Tenzing
Global Investors
|
|
|
LLC
|
|
|
|
|
|
Tenzing
Global Investors Fund I LP
|
|
By:
|
Tenzing Global Investors, LLC,
its General
|
|
|
Partner
|
|
|
|
|
By:
|
/s/ Chet Kapoor
|
|
|
Portfolio Manager of Tenzing
Global
|
|
|
Investors Fund I LP
|
|
|
|
|
|
/s/ Chet Kapoor
|
|
|
Chet Kapoor
|
EXHIBIT INDEX
Exhibit 99.1
|
Joint Filing Agreement*
|
Exhibit 99.2
|
Agreement, by and among Brightcove Inc., Tenzing Global
Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors
Fund I LP and Chet Kapoor, dated February 5, 2015.*
|
Exhibit 99.3
|
Press release, issued by Brightcove Inc. on February 5,
2015.*
|
*Previously filed.
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