Page 6 of 10 – SEC Filing
Page 6 of 10 Pages
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D (this Statement) relates is the common stock, par value $0.001
per share (the Common Stock), of Brightcove Inc., with its principal executive
offices located at 290 Congress Street, Boston, MA 02210.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons jointly filing
this statement on Schedule 13D (the Reporting Persons) are: (1) Tenzing Global
Management LLC, a Delaware limited liability company (Tenzing Global
Management); (2) Tenzing Global Investors LLC, a Delaware limited liability
company (Tenzing Global Investors); (3) Tenzing Global Investors Fund I LP, a
Delaware limited partnership (Fund I); and (4) Chet Kapoor. Tenzing Global
Management is an investment advisor. Tenzing Global Investors serves as the
general partner of Fund I. Mr. Kapoor, a citizen of the United States, is a managing partner
of Tenzing Global Management and Tenzing Global Investors, and the portfolio
manager of Fund I and the Parallel Account (as defined below).
The principal business of Fund I is that of a private
investment vehicle engaged in investing and trading in a wide variety of
securities and financial instruments for its own account. The principal business
of Tenzing Global Management is providing investment management services. The
principal business of Tenzing Global Investors is serving as the general partner
of Fund I. Tenzing Global Management also manages other accounts on a
discretionary basis (Parallel Account). Mr. Kapoor is a managing partner of
Tenzing Global Management and Tenzing Global Investors, and the portfolio
manager of Fund I and the Parallel Account.
(d)(e) During the last five years, none of the
Reporting Persons have been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amount of Funds or Other
Consideration
The source and amount of funds (excluding commissions) used by
Fund I in making its purchase of the shares of Common Stock owned by it in the
aggregate was $1,636,379.06 from working capital.
The source and amount of funds (excluding commissions) used by
the Parallel Account in making their purchase of the shares of Common Stock
owned by the Parallel Account was $518,620.86 from working capital.
ITEM 4. Purpose of Transaction.
The Reporting Persons purchased the Common Stock based on the
belief that such securities, when purchased, were undervalued and represented an
attractive investment opportunity. Although no Reporting Person has any specific
plan or proposal to acquire or dispose of the Common Stock, consistent with its
investment purpose, each Reporting Person at any time and from time to time may
acquire additional Common Stock or dispose of any or all of its Common Stock
depending upon an ongoing evaluation of the investment in the Common Stock,
prevailing market conditions, other investment opportunities, liquidity
requirements of the Reporting Persons, and/or other investment considerations.
The purpose of the acquisitions of the Common Stock was for investment, and the
acquisitions of the Common Stock were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.
Consistent with their investment purpose, the Reporting Persons
may engage in communications with one or more stockholders of the Issuer, one or
more officers of the Issuer and/or one or more members of the board of directors
of the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations, and plans of the Reporting
Persons. The Reporting Persons may discuss ideas that, if effected may result in
a change in any of the following: the acquisition by persons of additional
Common Stock of the Issuer, an extraordinary corporate transaction involving the
Issuer, and/or other changes in the board of directors or management of the
Issuer.
Except as disclosed above, none of the Reporting Persons has
any other plans or proposals which relate to, or would result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time
and from time to time, review or reconsider their position and/or change their
purpose and/or formulate plans or proposals with respect thereto.
