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13D Filing: P2 Capital Partners and BroadSoft Inc. (BSFT)

BroadSoft Inc. (NASDAQ:BSFT): Claus Moller’s P2 Capital Partners filed an amended 13D.

You can check out P2 Capital Partners’s latest holdings and filings here.

Please follow P2 Capital Partners (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about P2 Capital Partners or update its stock holdings.

Claus Moller
Claus Moller
P2 Capital Partners

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
P 0 1,250,000 0 1,250,000 1,250,000 4.0%
P 0 425,016 0 425,016 425,016 1.4%
P 0 477,976 0 477,976 477,976 1.5%
P 0 347,008 0 347,008 347,008 1.1%
Claus Moller 0 1,250,000 0 1,250,000 1,250,000 4.0%
Claus Moller
Claus Moller
P2 Capital Partners

Page 1 of 10 – SEC Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

BroadSoft, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

11133B409

(CUSIP Number)

 

Jason Carri

P2 Capital Partners, LLC

590 Madison Avenue

25th Floor

New York, NY 10022

(212) 508-5500

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

 

October 24, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o

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 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).

 


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Page 2 of 10 – SEC Filing

 

CUSIP No. 11133B409

13D

 

 

 

1

Name of Reporting Person
P2 Capital Partners, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
20-2436330

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2


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Page 3 of 10 – SEC Filing

 

CUSIP No. 11133B409

13D

 

 

 

1

Name of Reporting Person.
P2 Capital Master Fund I, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
98-0515452

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
425,016

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
425,016

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
425,016

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3


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Page 4 of 10 – SEC Filing

 

CUSIP No. 11133B409

13D

 

 

 

1

Name of Reporting Person.
P2 Capital Master Fund VI, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
27-2915390

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
477,976

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
477,976

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
477,976

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4


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Page 5 of 10 – SEC Filing

 

CUSIP No. 11133B409

13D

 

 

 

1

Name of Reporting Person.
P2 Capital Master Fund XII, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
81-3876089

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
347,008

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
347,008

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
347,008

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5


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Page 6 of 10 – SEC Filing

 

CUSIP No. 11133B409

13D

 

 

 

1

Name of Reporting Person.
Claus Moller

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Denmark

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6


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Page 7 of 10 – SEC Filing

 

This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D (the Schedule 13D) filed September 25, 2017, by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (Master Fund I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (Master Fund VI), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (Master Fund XII and, together with Master Fund I and Master Fund VI, the Funds), P2 Capital Partners, LLC, a Delaware limited liability company (the Manager) and Claus Moller, a citizen of Denmark (all the preceding persons are the Reporting Persons).  Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and replaced by the following:

 

The source of funds for the purchases of the Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

 

As of October 25, 2017, Master Fund I had invested $18,399,105 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $20,685,288 (excluding brokerage commissions) in the Shares of the Issuer, and Master Fund XII had invested $15,017,039 (excluding brokerage commissions) in the Shares of the Issuer.

 

Item 5.  Interest in Securities of Issuer.

 

Item 5 is hereby amended and replaced by the following:

 

(a), (b):  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.  As of the close of business on October 25, 2017, Master Fund I beneficially owned an aggregate of 425,016 Shares, representing approximately 1.4% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 477,976 Shares, representing approximately 1.5% of the outstanding Shares, and Master Fund XII beneficially owned an aggregate of 347,008 Shares, representing approximately 1.1% of the outstanding Shares.  As of the close of business on October 25, 2017, each of the Manager and Mr. Moller may be deemed to beneficially own 1,250,000 Shares of Common Stock, in the aggregate, which represented approximately 4.0% of the outstanding Shares.  All percentages set forth in this paragraph are based on 31,013,794 Shares of Common Stock outstanding (as of August 3, 2017), which number of Shares of Common Stock is based upon the number of shares of Common Stock reported in the Issuers Report on Form 10-Q filed on August 7, 2017 for the quarter ended June 30, 2017.

 

7


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Page 8 of 10 – SEC Filing

 

Each of the Reporting Persons owns less than 5.0% of the outstanding Shares and therefore the Reporting Persons are no longer required to file amendments to this 13D.

 

Each of the Funds is the direct owner of the Shares reported owned by it.  For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the Funds.  Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes.  Master Fund I, Master Fund VI and Master Fund XII each disclaim beneficial ownership of the Shares held directly by the others.

 

(c) Except as set forth above or in Schedule I, no Reporting Person has effected any transaction in the Shares since the filing of the Schedule 13D.

 

(d) Not applicable.

 

(e) Not applicable.

 

8


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Page 9 of 10 – SEC Filing

 

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.

 

Date: October 26, 2017

 

P2 CAPITAL MASTER FUND I, L.P.

 

P2 CAPITAL MASTER FUND VI, L.P.

 

 

 

By:

P2 Capital Partners, LLC,

 

By:

P2 Capital Partners, LLC,

 

as Investment Manager

 

 

as Investment Manager

 

 

 

 

 

 

By:

s/Claus Moller

 

 

By:

s/Claus Moller

 

 

Name: Claus Moller

 

 

 

Name: Claus Moller

 

 

Title: Managing Member

 

 

 

Title: Managing Member

 

P2 CAPITAL MASTER FUND XII, L.P.

 

P2 CAPITAL PARTNERS, LLC

 

 

 

By:

P2 Capital Partners, LLC,

 

 

By:

s/Claus Moller

 

as Investment Manager

 

 

 

Name: Claus Moller

 

 

 

 

 

Title: Managing Member

 

By:

s/Claus Moller

 

 

 

 

 

 

Name: Claus Moller

 

 

 

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

 

 

CLAUS MOLLER

 

 

 

 

 

 

 

 

 

 

 

s/Claus Moller

 

 

 

9


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Page 10 of 10 – SEC Filing

 

Schedule I

 

TRANSACTIONS SINCE FILING OF SCHEDULE 13D BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuers Common Stock effected since the filing of the Schedule 13D by any of the Reporting Persons.  The transactions occurred on the open market and the reported price per share excludes brokerage commissions.

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund I

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

10,502

 

$

53.5000

 

10/18/17

 

(340,019)

 

$

54.8872

 

10/24/17

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VI

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

(5,806)

 

$

53.5000

 

10/18/17

 

(382,377)

 

$

54.8872

 

10/24/17

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund XII

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

(4,696)

 

$

53.5000

 

10/18/17

 

(277,604)

 

$

54.8872

 

10/24/17

 

 

10


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