Sec Form 4 Filing - Tessler Michael @ BROADSOFT, INC. - 2016-06-24

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
Tessler Michael
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
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O BROADSOFT, INC., 9737 WASHINGTONIAN BOULEVARD, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2016
(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 06/24/2016 M( 1 )( 2 ) 21,250 ( 2 ) A $ 0 212,581 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)
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
Performance Stock Units ( 1 ) 06/24/2016 M 21,250 ( 4 )( 5 ) 02/15/2023 Common Stock 21,250 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tessler Michael
C/O BROADSOFT, INC.
9737 WASHINGTONIAN BOULEVARD, SUITE 350
GAITHERSBURG, MD20878
X President & CEO
Signatures
/s/ Darren DeStefano, Attorney-in-Fact 06/28/2016
Signature of Reporting Person Date
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.

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