Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 05:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Brightcove
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
10921T101
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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The information required in 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 (Act) 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
).
SCHEDULE 13G
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CUSIP No. 10921T101
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Page 2 of 8
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1
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Names of
Reporting Persons
ESW Capital, LLC
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2
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Check the appropriate box if a member
of a Group (see instructions)
(a) ☐ (b) ☒
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3
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Sec Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
3,108,772 (1)
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6
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Shared Voting Power
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7
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Sole Dispositive Power
3,108,772 (1)
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,108,772 (1)
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by amount
in row (9)
8.98% (2)
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12
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 8
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1
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Names of
Reporting Persons
Joseph A. Liemandt
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2
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Check the appropriate box if a member
of a Group (see instructions)
(a) ☐ (b) ☒
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3
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Sec Use Only
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4
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Citizenship or Place of
Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
3,108,772 (1)
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6
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Shared Voting Power
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7
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Sole Dispositive Power
3,108,772 (1)
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,108,772 (1)
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by amount
in row (9)
8.98% (2)
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12
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Type of Reporting Person (See
Instructions)
IN/HC
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(1)
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3,108,772 shares are held directly by ESW Capital, LLC (ESW). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.
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(2)
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Based upon 34,632,678 shares of common stock of the issuer as of October 23, 2017, as reported in the Issuers
Form 10-Q
filed on October 26, 2017.
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Page 4 of 8
Item 1.
Brightcove Inc.
(b)
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Address of Issuers Principal Executive Offices:
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290 Congress Street
Boston, Massachusetts 02210
Item 2.
(a)
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Name of Person Filing:
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(2)
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Joseph A. Liemandt, who is the sole voting member of ESW
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(b)
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Address of Principal Business Office or, if None, Residence:
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401 Congress Avenue, Suite 2650
Austin, TX 78701
401 Congress Avenue, Suite 2650
Austin, TX 78701
(1)
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ESW Capital, LLC is a Delaware limited liability company.
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(2)
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Joseph A. Liemandt is a U.S. citizen.
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(d)
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Title and Class of Securities:
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Common Stock, par value $0.001 per share
Page 5 of 8
Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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(a)
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Amount Beneficially Owned:
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3,108,772 shares are held directly by ESW Capital, LLC (ESW).
Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.
ESW Capital and Mr. Liemandt may be deemed to be the beneficial owners of 8.98%
of the outstanding shares of Common Stock, based upon 34,632,678 shares of common stock of the issuer as of October 23, 2017, as reported in the Issuers Form
10-Q
filed on October 26, 2017.
(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 on the cover page(s) hereto.
Page 6 of 8
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 on the cover page(s)
hereto.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Item 7 on the cover
page(s) hereto.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Item 8 on the cover
page(s) hereto.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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See item 2(a).
Item 8.
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Identification and classification of members of the group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
Page 7 of 8
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 13, 2018
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ESW CAPITAL, LLC
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By:
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/s/ Andrew S. Price
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Andrew S. Price
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Chief Financial Officer
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JOSEPH A. LIEMANDT
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/s/ Andrew S. Price, As
attorney-in-fact
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Andrew S. Price
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Page 8 of 8
EXHIBIT INDEX
Exhibit 24: Power of
Attorney by Joseph A. Liemandt (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons with the Commission on March 13, 2017)
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