Sec Form 4 Filing - GENERAL CATALYST GROUP III LP @ BRIGHTCOVE INC - 2012-02-23

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 GENERAL CATALYST GROUP III LP 2. Issuer Name and Ticker or Trading Symbol BRIGHTCOVE INC [ BCOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2012 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/23/2012 C 1,855,927 ( 5 ) A 2,112,146 D Common Stock 02/23/2012 C 856,230 ( 5 ) A 2,968,376 D Common Stock 02/23/2012 C 1,078,028 ( 5 ) A 4,046,404 D Common Stock 02/23/2012 C 374,485 ( 5 ) A 4,420,889 D Common Stock 02/23/2012 C 67,149 A 76,419 I See footnote ( 6 ) Common Stock 02/23/2012 C 30,980 A 107,399 I See footnote ( 6 ) Common Stock 02/23/2012 C 39,003 A 146,402 I See footnote ( 6 ) Common Stock 02/23/2012 C 13,548 A 159,950 I See footnote ( 6 ) Common Stock 02/23/2012 C 20,888 A 23,428 I See footnote ( 7 ) Common Stock 02/23/2012 C 2,600 A 26,028 I See footnote ( 7 ) Common Stock 02/23/2012 C 1,199 A 27,227 I See footnote ( 7 ) Common Stock 02/23/2012 C 787,270 A 883,036 I See footnote ( 8 ) Common Stock 02/23/2012 C 98,033 A 981,069 I See footnote ( 8 ) Common Stock 02/23/2012 C 45,204 A 1,026,273 I See footnote ( 8 )

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 Series A Preferred Stock ( 1 ) 02/23/2012 C 2,412,706 ( 1 ) ( 1 ) Common Stock 1,855,927 ( 5 ) ( 1 ) 0 D Series B Preferred Stock ( 2 ) 02/23/2012 C 1,113,100 ( 2 ) ( 2 ) Common Stock 856,230 ( 5 ) ( 2 ) 0 D Series C Preferred Stock ( 3 ) 02/23/2012 C 1,401,437 ( 3 ) ( 3 ) Common Stock 1,078,028 ( 5 ) ( 3 ) 0 D Series D Preferred Stock ( 4 ) 02/23/2012 C 862,817 ( 4 ) ( 4 ) Common Stock 374,485 ( 5 ) ( 4 ) 0 D Series A Preferred Stock ( 1 ) 02/23/2012 C 87,294 ( 1 ) ( 1 ) Common Stock 67,149 ( 1 ) 0 I See footnote ( 6 ) Series B Preferred Stock ( 2 ) 02/23/2012 C 40,274 ( 2 ) ( 2 ) Common Stock 30,980 ( 2 ) 0 I See footnote ( 6 ) Series C Preferred Stock ( 3 ) 02/23/2012 C 50,705 ( 3 ) ( 3 ) Common Stock 39,003 ( 3 ) 0 I See footnote ( 6 ) Series D Preferred Stock ( 4 ) 02/23/2012 C 31,217 ( 4 ) ( 4 ) Common Stock 13,548 ( 4 ) 0 I See footnote ( 6 ) Series B Preferred Stock ( 2 ) 02/23/2012 C 27,155 ( 2 ) ( 2 ) Common Stock 20,888 ( 2 ) 0 I See footnote ( 7 ) Series C Preferred Stock ( 3 ) 02/23/2012 C 3,381 ( 3 ) ( 3 ) Common Stock 2,600 ( 3 ) 0 I See footnote ( 7 ) Series D Preferred Stock ( 4 ) 02/23/2012 C 2,763 ( 4 ) ( 4 ) Common Stock 1,199 ( 4 ) 0 I See footnote ( 7 ) Series B Preferred Stock ( 2 ) 02/23/2012 C 1,023,452 ( 2 ) ( 2 ) Common Stock 787,270 ( 2 ) 0 I See footnote ( 8 ) Series C Preferred Stock ( 3 ) 02/23/2012 C 127,443 ( 3 ) ( 3 ) Common Stock 98,033 ( 3 ) 0 I See footnote ( 8 ) Series D Preferred Stock ( 4 ) 02/23/2012 C 104,152 ( 4 ) ( 4 ) Common Stock 45,204 ( 4 ) 0 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GENERAL CATALYST GROUP III LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC ENTREPRENEURS FUND III LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst GP III, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners III, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X SIMON JOHN G C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Signatures /s/ Andrew Feinberg, as attorney-in-fact for each Reporting Person 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock has no expiration date and converted into Common Stock upon the closing of Issuer's initial public offering. General Catalyst Group III, L.P. ("GCG III") was the holder of record of 2,412,706 shares of Series A Preferred Stock, which converted into 1,855,927 shares of Common Stock. GC Entrepreneurs Fund III, L.P. ("GCEF III") was the holder of record of 87,294 shares of Series A Preferred Stock, which converted into 67,149 shares of Common Stock. ( 2 )The Series B Preferred Stock has no expiration date and converted into Common Stock upon the closing of Issuer's initial public offering. GCG III was the holder of record of 1,113,100 shares of Series B Preferred Stock, which converted into 856,230 shares of Common Stock. GCEF III was the holder of record of 40,274 shares of Series B Preferred Stock, which converted into 30,980 shares of Common Stock. GC Entrepreneurs Fund IV, L.P. ("GCEF IV") was the holder of record of 27,155 shares of Series B Preferred Stock, which converted into 20,888 shares of Common Stock. General Catalyst Group IV, L.P. ("GCG IV") was the holder of record of 1,023,452 shares of Series B Preferred Stock, which converted into 787,270 shares of Common Stock. ( 3 )The Series C Preferred Stock has no expiration date and converted into Common Stock upon the closing of Issuer's initial public offering. GCG III was the holder of record of 1,401,437 shares of Series C Preferred Stock, which converted into 1,078,028 shares of Common Stock. GCEF III was the holder of record of 50,705 shares of Series C Preferred Stock, which converted into 39,003 shares of Common Stock. GCEF IV was the holder of record of 3,381 shares of Series C Preferred Stock, which converted into 2,600 shares of Common Stock. GCG IV was the holder of record of 127,443 shares of Series C Preferred Stock, which converted into 98,033 shares of Common Stock. ( 4 )The Series D Preferred Stock has no expiration date and converted into Common Stock upon the closing of Issuer's initial public offering. GCG III was the holder of record of 862,817 shares of Series D Preferred Stock, which converted into 374,485 shares of Common Stock. GCEF III was the holder of record of 31,217 shares of Series D Preferred Stock, which converted into 13,548 shares of Common Stock. GCEF IV was the holder of record of 2,763 shares of Series D Preferred Stock, which converted into 1,199 shares of Common Stock. GCG IV was the holder of record of 104,152 shares of Series D Preferred Stock, which converted into 45,204 shares of Common Stock. ( 5 )The securities are held by GCG III. General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCG III. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP III, LLC, and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 6 )The securities are held by GCEF III. General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCEF III. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP III, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 7 )The securities are held by GCEF IV. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCEF IV. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 8 )The securities are held by GCG IV. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCEF IV. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

Remarks: This is Part 1 of a two part filing. This Form 4 is being filed in two parts because of the ten person reporting limitation of the electronicfiling system. Part 2 is being filed by the following reporting persons: General Catalyst Group IV, L.P., GC EntrepreneursFund IV, L.P., General Catalyst GP IV, LLC and General Catalyst Partners IV, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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