Ownership Submission
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 OF SECURITIES

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Orfao David J
  2. Issuer Name and Ticker or Trading Symbol
BRIGHTCOVE INC [BCOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ 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 (Month/Day/Year)
09/11/2012
(Street)

CAMBRIDGE, MA 02138
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/11/2012   J(1)   884,178 D $ 0 2,652,533 I See footnote
Common Stock 09/11/2012   J(2)   31,990 D $ 0 95,970 I See footnote
Common Stock 09/11/2012   J(3)   205,255 D $ 0 615,763 I See footnote
Common Stock 09/11/2012   J(4)   5,446 D $ 0 16,335 I See footnote
Common Stock 09/11/2012   J(5)   9,002 A $ 0 18,004 I See footnote
Common Stock 09/11/2012   J(6)   2,080 A $ 0 4,160 I See footnote

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Orfao David J
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA 02138
  X   X    

Signatures

 /s/ David J. Orfao   09/11/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Effective September 11, 2012, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, distributed in-kind, without consideration, a total of 884,178 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are 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. David Orfao is a Managing Director of 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, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCG III except to the extent of their pecuniary interest therein.
(2) Effective September 11, 2012, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, distributed in-kind, without consideration, a total of 31,990 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. David Orfao is a Managing Director of 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, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCEF III except to the extent of their pecuniary interest therein.
(3) Effective September 11, 2012, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 205,255 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are 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. David Orfao is a Managing Director of 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, GP IV LLC and GP IV LP disclaims beneficial ownership of all shares held by GCG IV except to the extent of their pecuniary interest therein.
(4) Effective September 11, 2012, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 5,446 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. David Orfao is a Managing Director of 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, GP IV LLC and GP IV LP 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. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GP III LP. Each of David Orfao and GP III LLC disclaims beneficial ownership of all shares held by GP III LP except to the extent of their 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. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GP IV LP. Each of David Orfao and GP IV LLC disclaims beneficial ownership of all shares held by GP IV LP except to the extent of their pecuniary interest therein, if any.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.