SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ROUSSEAU JON B

(Last)

(First)

(Middle)

C/O BRIGHTSPRING HEALTH SERVICES, INC.

805 N. WHITTINGTON PARKWAY

(Street)

LOUISVILLE

40222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2024

3. Issuer Name and Ticker or Trading Symbol
BrightSpring Health Services, Inc. [ BTSG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,947	D
Common Stock	351,363	I	By Rousseau Family Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	10/16/2029	Common Stock	1,327,081	$6.37	D
Stock Options (Right to Buy)	⁽²⁾	10/16/2029	Common Stock	534,676	$6.37	I	By The Margaret Rousseau Children Trust
Stock Options (Right to Buy)	⁽²⁾	10/16/2029	Common Stock	377,602	$6.37	I	By Rousseau Family Trust
Stock Options (Right to Buy)	⁽³⁾	11/22/2033	Common Stock	628,108	$22.29	D
Stock Options (Right to Buy)	⁽⁴⁾	01/25/2034	Common Stock	320,086	$13	D

Explanation of Responses:

1. Options granted on October 16, 2019, of which 955,823 vested on January 25, 2024 in connection with the pricing of the Issuer's initial public offering, with the remaining options subject to a time-based vesting schedule, of which, the remaining 46,803 unvested options will fully vest on March 5, 2024. Reflects a 15.7027-for-1 forward stock split of the Issuer's common stock, which became effective on January 25, 2024 (the "Stock Split"). Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.

2. These options are fully vested. Reflects the Stock Split.

3. Options granted on November 22, 2023 which vest one-third on May 22, 2024, and the remaining two-thirds to vest in equal monthly installments over the two years subsequent to the grant date. Reflects the Stock Split.

4. Options granted on January 25, 2024 which vest in twelve equal quarterly installments commencing on April 25, 2024.

Remarks:

Title: Chairman, President and Chief Executive Officer. The Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Steven S. Reed, as Attorney-in-Fact	01/29/2024
	** 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 5 (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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