Sec Form 4 Filing - Dietze Jane A @ BROADSOFT, INC. - 2016-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dietze Jane A
2. Issuer Name and Ticker or Trading Symbol
BROADSOFT, INC. [ BSFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BROADSOFT, INC., 9737 WASHINGTONIAN BOULEVARD, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2016
(Street)
GAITHERSBURG, MD20878
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2016 A 2,071 ( 1 ) ( 2 ) A $ 0 2,689 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dietze Jane A
C/O BROADSOFT, INC.
9737 WASHINGTONIAN BOULEVARD, SUITE 350
GAITHERSBURG, MD20878
X
Signatures
/s/Darren DeStefano, Attorney-in-Fact 03/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock underlying restricted stock units (the "RSUs") granted on March 1, 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 RSUs represent a pro-rata amount (the "Pro-Rata Amount") of the $95,000 Annual Equity Retainer (as defined in the Policy) for the remaining 306 days of service in the calendar year 2016 beginning on March 1, 2016. The Pro-Rata Amount of $79,426.23 is obtained by multiplying $95,000 by 306/366. The total number of shares of common stock underlying the RSUs is a result of dividing the Pro-Rata Amount by the closing price of the Issuer's common stock on the date of grant, rounded down to the nearest whole number.
( 2 )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, such that the award shall fully vest on December 31, 2016. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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