13D Filing: Tenzing Global Investors and Brightcove Inc (NASDAQ:BCOV)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

BRIGHTCOVE INC.
(Name of
Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

10921T101
(CUSIP Number)

Tenzing Global Management LLC
90 New Montgomery, Suite 650
San Francisco, CA 94105
Telephone: (415)
645-2400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 23, 2019
(Date of Event Which
Requires Filing of This Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [   ]

Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on 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 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.)

Page 2 of 10 Pages

CUSIP No.: 10921T101

Page 3 of 10 Pages

CUSIP No.: 10921T101

Page 4 of 10 Pages

CUSIP No.: 10921T101

Page 5 of 10 Pages

CUSIP No.: 10921T101

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.

Page 7 of 10 Pages

ITEM 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own:

Each Reporting Person disclaims beneficial ownership with
respect to any shares of Common Stock other than the shares owned directly and
of record by such Reporting Person.

The percentages set forth in this response are based on the
36,483,515 shares of Common Stock outstanding as of October 29, 2018, as
reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2018 as filed with the SEC on November 1, 2018.

(b) Tenzing Global Management, Tenzing Global Investors,
and Mr. Kapoor may be deemed to share with Fund I and the Parallel Account (and
not with any third party) the power to vote or direct the vote of and to dispose
or direct the disposition of the 1,452,328 shares of Common Stock and 605,566
shares of Common Stock reported herein, respectively.

Page 8 of 10 Pages

                               (c)
The following Reporting Persons engaged in the following open-market
transactions with respect to the Issuers Common Stock during the last 60
days:

Tenzing Global Investors Fund I LP

Parallel Account

Other than the foregoing, no transactions in the Common Stock have been effected
by the Reporting Persons in the last sixty (60) days.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.

Not applicable.

ITEM 7. Material to be Filed as Exhibits.

______________
(1) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.21 to $7.29 per share.
(2) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.23 to $7.35 per share.
(3) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.25 to $7.36 per share.
(4) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.25 to $7.53 per share.
(5) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.52 to $7.67 per share.
(6) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.48 to $7.60 per share.
(7) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.47 to $7.57 per share.
(8) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.54 to $7.64 per share.
(9) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.63 to $8.02 per share.
(10) Reflects the weighted average sale price, for multiple trades executed at prices ranging from $7.86 to $8.03 per share.

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and
belief, the undersigned each certifies that the information with respect to it
set forth in this Statement is true, complete and correct.

Dated: February 1, 2019

Page 10 of 10 Pages

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13D is
filed on behalf of each of the undersigned, and any amendments thereto executed
by the undersigned shall be filed on behalf of each of the undersigned without
the necessity of filing any additional joint filing agreement. The undersigned
acknowledge that each is responsible for the timely filing of such statement on
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning him, her or it contained therein, but shall not be
responsible for the completeness or accuracy of the information concerning the
others of the undersigned, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate or incomplete. This Joint
Filing Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.

Dated: February 1, 2019