Sec Form 4 Filing - Tessler Michael @ BROADSOFT, INC. - 2018-02-01

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) 02/01/2018 (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 02/01/2018 A 67,205 ( 1 ) A ( 1 ) $ 0 288,134 D Common Stock 02/01/2018 D 288,134 D ( 2 ) $ 55 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 (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 Employee Stock Option (Right to Buy) $ 2.4 02/01/2018 D 132,584 ( 3 ) 06/10/2019 Common Stock 132,584 $ 52.6 ( 3 ) 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 02/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the transactions contemplated by the Merger Agreement (as defined below), certain previously unvested performance stock units were converted into time-based vesting awards immediately prior to the closing of the Merger. Following the completion of the Merger, these awards represent the right to receive the merger consideration of $55 per share, with such cash payment subject to time-based vesting. Because of the performance-based vesting conditions of these performance stock units, these awards were not previously considered derivative securities for purposes of Section 16 of the Exchange Act and, therefore, were not previously reported pursuant to Section 16. ( 2 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 20, 2017, by and among Cisco Systems, Inc. ("Cisco"), Brooklyn Acquisition Corp., a wholly-owned subsidiary of Cisco, and the Issuer (the "Merger Agreement") (the "Merger") in exchange for $55 per share on the effective date of the Merger. ( 3 )Pursuant to the Merger Agreement, this option was canceled in the Merger in exchange for a cash payment of $52.60 per share, representing the difference between the exercise price of the option and the merger consideration of $55 per share.

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