Filing Details

Accession Number:
0000919574-17-008734
Form Type:
13D Filing
Publication Date:
2017-12-27 09:01:11
Filed By:
Edenbrook Capital, Llc
Company:
Brightcove Inc (NASDAQ:BCOV)
Filing Date:
2017-12-27
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Edenbrook Capital 0 1,811,472 0 1,811,472 1,811,472 5.2%
Jonathan Brolin 0 1,811,472 0 1,811,472 5.2%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Brightcove, Inc.
(Name of Issuer)

 

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

 

10921T101
(CUSIP Number)

 

Jonathan Brolin

2 Depot Plaza

Bedford Hills

New York 10507

(914) 239-3117

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

December 26, 2017
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
   

*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 


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 ("Act") 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).

 

 

 


CUSIP No.
10921T101    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Edenbrook Capital, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  New York  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
 

1,811,472

 

 

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
 

1,811,472

 

 

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
  PERSON  
     
 

1,811,472

 

 

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  5.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IA, OO  
     

 

 

 


CUSIP No.
10921T101    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Jonathan Brolin  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
 

1,811,472

 

 

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARES DISPOSITIVE POWER   [_]
     
  1,811,472  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
  PERSON  
     
 

1,811,472

 

 

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  5.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  
     

 

 

 


CUSIP No.
10921T101    

 

Item 1. Security and Issuer.
  This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $0.001 (the "Common Stock"), of Brightcove, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 290 Congress Street, 4th Floor, Boston, Massachusetts 02210.
   
   
Item 2.

Identity and Background.

 

    (a)-(c)

This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Common Stock owned by such private investment funds, and (ii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Common Stock owned by such private investment funds (collectively, the "Reporting Persons").

 

Mr. Brolin's present principal occupation or employment is acting as a private investor. The principal business address of Mr. Brolin and Edenbrook is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook.

 

 
    (d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

 
    (e) None of the Reporting Persons has, during the last five years, been 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.

 

 

Shares reported represent 1,811,472 shares of Common Stock of the Issuer.

 

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $11,159,555. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.

 

Item 4.

Purpose of Transaction.

 

 

The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only.

 

The Reporting Persons have added to their investment in the Issuer because we believe the shares of the Issuer are materially undervalued. Despite some uneven financial performance by the Company over the past year, the Reporting Persons believe that based on the strength of reported bookings growth in the past several earnings calls, the Issuer is likely on the verge of returning to double-digit revenue growth during 2018. Further, the Reporting Persons believe that this revenue growth, combined with Issuer cost controls, are likely to see the Issuer return to profitability and free cash flow generation in 2018, with the opportunity for continued, meaningful operating leverage in future years. At a discount to the low end of where private market transactions have taken place, we believe that the Issuer is worth at least 80-100% above its current trading price. Given the steep discount and our expectations for meaningful operating improvements in the near term, we believe that the Board of Directors will have multiple paths for creating value for all shareholders. The Reporting Persons believe that the Issuer is the market share leader in a secularly growing industry and has an attractive business model, with high levels of recurring revenue and an opportunity for significant operating leverage and cash generation. If the market does not recognize this value, we expect that the Board of Directors will take the appropriate strategic and financial steps to do so.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Section 13D except as set forth herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

   
 

 

 

Item 5. Interest in Securities of the Issuer.
   

 

  (a)-(c)

As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 1,811,472 shares of Common Stock, constituting 5.2% of the shares of Common Stock, based upon 34,632,678 shares of Common Stock outstanding as of October 23, 2017, based on the information set forth in the Quarterly Report on 10-Q filed by the Issuer on October 26, 2017.

 

Edenbrook has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,811,472 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,811,472 shares of Common Stock.

 

Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,811,472 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,811,472 shares of Common Stock.

 

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

 

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

  The Reporting Persons are short put options expiring in 2018.
   

Item 7.
Material to be Filed as Exhibits.
 

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Common Stock

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  December 27, 2017
  (Date)

 

 

Edenbrook Capital, LLC

By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

   
 

Jonathan Brolin

/s/ Jonathan Brolin

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Exhibit A

 

AGREEMENT

 

The undersigned agree that this Schedule 13D, dated December 27, 2017, relating to the Common Stock, par value $0.001 of Brightcove, Inc. shall be filed on behalf of the undersigned.

 

 

December 27, 2017

(Date)

 

 

Edenbrook Capital, LLC

By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

 

Jonathan Brolin

/s/ Jonathan Brolin

 

 

Exhibit B

 

Schedule of Transactions in Shares by Private Funds Advised by Edenbrook

 

Transaction Dates Title of Class Number of Shares Purchased Number of Shares Sold Price per Share
12/8/2017 Common 500   6.90
12/12/2017 Common 100   6.90
12/21/2017 Common 1,509   6.9464
12/22/2017 Common 5,491   6.8513
12/22/2017 Common 2,000   6.80
12/26/2017 Common 1,400   6.75