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^*

DONNELLY THOMAS C

(Last)

(First)

(Middle)

C/O BRIGHTVIEW HOLDINGS, INC.,

401 PLYMOUTH ROAD, SUITE 500

(Street)

PLYMOUTH MEETING

19462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BrightView Holdings, Inc. [ BV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2018

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	06/27/2018		A⁽¹⁾		87,202⁽²⁾	A	⁽¹⁾	87,202⁽³⁾	D
Common Stock	06/27/2018		A⁽¹⁾		164,000	A	⁽¹⁾	164,000	I	By trust
Common Stock	11/28/2018		A⁽⁴⁾		8,292	A	$0.00	95,494⁽³⁾	D
Common Stock	11/28/2018		A⁽⁵⁾		20,680	A	$0.00	116,174⁽³⁾	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 (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)
Stock Options (Right to Buy)	$22	06/27/2018		A⁽⁶⁾		42,764		⁽⁷⁾	06/27/2028	Common Stock	42,764	$0.00	42,764	D
Stock Options (Right to Buy)	$22	06/27/2018		A⁽¹⁾		52,948		⁽⁸⁾	06/27/2028	Common Stock	52,948	⁽¹⁾	52,948	D
Stock Options (Right to Buy)	$22	06/27/2018		A⁽¹⁾		16,298		⁽⁹⁾	06/27/2028	Common Stock	16,298	⁽¹⁾	16,298	D
Stock Options (Right to Buy)	$22	06/27/2018		A⁽¹⁾		41,548		⁽¹⁰⁾	06/27/2028	Common Stock	41,548	⁽¹⁾	41,548⁽¹¹⁾	D
Stock Options (Right to Buy)	$22	11/28/2018		A⁽¹²⁾		11,080		⁽¹⁰⁾	06/27/2028	Common Stock	11,080	$0.00	52,628⁽¹¹⁾	D
Stock Options (Right to Buy)	$13.49	11/28/2018		A		47,980		⁽¹³⁾	11/28/2028	Common Stock	47,980	$0.00	47,980	D

Explanation of Responses:

1. These securities were acquired in connection with the reclassification of interests of BrightView Parent L.P. prior to the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-225277)) and were included in the Reporting Person's Form 3 filed on June 28, 2018.

2. Includes unvested shares of restricted stock.

3. Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria.

4. Represents common stock of the Issuer acquired upon settlement of performance-based restricted stock unit awards previously granted to the Reporting Person.

5. Represents a grant of time-based restricted stock that vests in four equal annual installments beginning on November 28, 2019.

6. Represents a grant of time-based options made on June 27, 2018, which were included in the Reporting Person's Form 3 filed on June 28, 2018.

7. Represents time-based options that vest in four equal annual installments beginning on the first anniversary of the Issuer's initial public offering.

8. Represents time-based options of which 80% are vested. The remaining 20% will vest on September 30, 2019.

9. Represents time-based options of which 80% are vested. The remaining 20% will vest on September 30, 2019.

10. Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable.

11. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.

12. Represents options acquired upon settlement of performance-based stock option awards previously granted to the Reporting Person.

13. Represents a grant of time-based options that vests in four equal annual installments beginning on November 28, 2019.

Remarks:

The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. Title: President, Landscape Development

	/s/ Jonathan M. Gottsegen, as Attorney-in-Fact	11/30/2018
	** Signature of Reporting Person	Date
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