Sec Form 4 Filing - GENERAL CATALYST GROUP III LP @ BRIGHTCOVE INC - 2012-11-02

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) 11/02/2012 (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 11/02/2012 J( 1 ) 2,652,533 D $ 0 0 D Common Stock 11/02/2012 J( 2 ) 95,970 D $ 0 0 D Common Stock 11/02/2012 J( 3 ) 615,763 D $ 0 0 D Common Stock 11/02/2012 J( 4 ) 16,335 D $ 0 0 D Common Stock 11/02/2012 J( 5 ) 27,005 A $ 0 45,009 D Common Stock 11/02/2012 J( 6 ) 63,835 A $ 0 67,995 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

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, MA01238 X General Catalyst GP III, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X General Catalyst Partners III, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X General Catalyst Partners IV, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X GC ENTREPRENEURS FUND IV L P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X General Catalyst GP IV, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X GENERAL CATALYST GROUP IV LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Signatures /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP III, LLC, the General Partner for General Catalyst Partners III, L.P., the General Partner for General Catalyst Group III, L.P. and GC Entrepreneurs Fund III, L.P. 11/02/2012 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP III, LLC, the General Partner for General Catalyst Partners III, L.P. 11/02/2012 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP III, LLC 11/02/2012 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P., the General Partner for General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. 11/02/2012 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P. 11/02/2012 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC 11/02/2012 Signature of Reporting Person Date /s/ David P. Fialkow 11/02/2012 Signature of Reporting Person Date /s/ Joel E. Cutler 11/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective November 2, 2012, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, distributed in-kind, without consideration, a total of 2,652,533 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG III. General Catalyst GP III, LLC ("GP III LLC") is the general partner of General Catalyst Partners III, L.P. ("GP III LP"), which is the general partner of GCG III. Each of Joel Cutler and David Fialkow is a Managing Director of GP III LLC. Each of GP III LLC, GP III LP, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GCG III. Each of GP III LLC, GP III LP, Joel Cutler and David Fialkow disclaims beneficial ownership of all shares held by GCG III except to the extent of their pecuniary interest therein. ( 2 )Effective November 2, 2012, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, distributed in-kind, without consideration, a total of 95,970 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. Each of Joel Cutler and David Fialkow is a Managing Director of GP III LLC. Each of GP III LLC, GP III LP, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of GP III LLC, GP III LP, Joel Cutler and David Fialkow disclaims beneficial owne rship of all shares held by GCEF III except to the extent of their pecuniary interest therein. ( 3 )Effective November 2, 2012, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 615,763 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG IV. General Catalyst GP IV, LLC ("GP IV LLC") is the general partner of General Catalyst Partners IV, L.P. ("GP IV LP"), which is the general partner of GCG IV. Each of Joel Cutler and David Fialkow is a Managing Director of GP IV LLC. Each of GP IV LLC, GP IV LP, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of GP IV LLC, GP IV LP, Joel Cutler and David Fialkow disclaims beneficial ownership of all shares held by GCG IV except to the extent of their pecuniary interest therein. ( 4 )Effective November 2, 2012, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 16,335 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. Each of Joel Cutler and David Fialkow is a Managing Director of GP IV LLC. Each of GP IV LLC, GP IV LP, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of GP IV LLC, GP IV LP, Joel Cutler and David Fialkow disclaims beneficial ownership of all shares held by GCEF IV except to the extent of their pecuniary interest therein. ( 5 )Shares acquired through a distribution in-kind from GCG III and GCEF III by GP III LP. GP III LLC is the general partner of GP III LP. Each of Joel Cutler and David Fialkow is a Managing Director of GP III LLC. Each of GP III LLC, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GP III LP. Each of GP III LLC, Joel Cutler and David Fialkow disclaims beneficial ownership of all shares held by GP III LP except to the extent of its pecuniary interest therein, if any. ( 6 )Shares acquired through a distribution in-kind from GCG IV and GCEF IV by GP IV LP. GP IV LLC is the general partner of GP IV LP. Each of Joel Cutler and David Fialkow is a Managing Director of GP IV LLC. Each of GP IV LLC, Joel Cutler and David Fialkow may be deemed to share voting and investment power over the shares held of record by GP IV LP. Each of GP IV LLC, Joel Cutler and David Fialkow disclaims beneficial ownership of all shares held by GP IV LP except to the extent of its pecuniary interest therein, if any.

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).

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