SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

John Michael J

(Last)

(First)

(Middle)

C/O BARE ESCENTUALS, INC.

71 STEVENSON STREET, 22ND FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARE ESCENTUALS INC [ BARE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2008		S⁽¹⁾		2	D	$29.685	12,669	I	By Robert Underwood Trustee UA 3/15/05 Michael John Children's Irrev Trust⁽²⁾
Common Stock								1	I	By JH MDB Investors, L.P.⁽³⁾
Common Stock								108,637	I	By JH Partners, LLC⁽⁴⁾
Common Stock								179,072	I	By JH Investment Management, LLC⁽⁵⁾
Common Stock								1,740,651	I	By M John Family LP⁽⁶⁾
Common Stock								13,144	I	By Robert Underwood Trustee UA 3/15/05 Barbie John Children's Irrev Trust⁽²⁾
Common Stock								6,582	I	By Robert Underwood Trustee UA 3/15/05 John GST Investment Irrev Trust⁽²⁾
Common Stock								6,801	I	By son⁽²⁾
Common Stock								9,091	I	By UTMA Custodian for son

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This sale was effected by Michael John Children's Irrev Trust pursuant to a Rule 10b5-1 trading plan adopted by Michael John Children's Irrev Trust.

2. Mr. John disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission for Section 16 or any other purpose.

3. The General Partner of JH MDB Investors, L.P. is JHMD Beauty GP, LLC. Mr. John holds voting membership interests in JHMD Beauty GP, LLC. Mr. John disclaims beneficial ownership of the shares held by JH MDB Investors, L.P. except to the extent of his pecuniary interest therein and this report shall not be deemed an admission for Section 16 or any other purpose.

4. Mr. John holds voting membership interests in JH Partners, LLC. Mr. John disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission for Section 16 or any other purpose.

5. Mr. John holds voting membership interest in JH Investment Management, LLC. Mr. John disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission for Section 16 or any other purpose.

6. Mr. John is the General Partner of M John Family LP. Mr. John disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission for Section 16 or any other purpose.

	/s/ James Williamson, Attorney-in-fact	03/03/2008
	** Signature of Reporting Person	Date
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).
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