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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mattingly James F Jr

(Last)

(First)

(Middle)

C/O BRIGHTSPRING HEALTH SERVICES, INC.

805 N. WHITTINGTON PARKWAY

(Street)

LOUISVILLE

40222

(City)

(State)

(Zip)

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

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)
01/25/2024

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	01/26/2024		A⁽¹⁾		77,164	A	$0	116,420	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)	$6.37	01/25/2024		A⁽²⁾		184,506		⁽²⁾	09/24/2029	Common Stock	184,506	$0.0	553,520	D
Stock Options (Right to Buy)	$13	01/25/2024		A⁽³⁾		28,005		⁽³⁾	01/25/2034	Common Stock	28,005	$0.00	28,005	D

Explanation of Responses:

1. On January 26, 2024 reporting person was granted restricted stock units ("RSUs") which vest in three equal annual installments commencing on January 25, 2025. Each RSU represents a contingent right to receive one share of common stock upon settlement.

2. Options acquired represent options originally granted on September 24, 2019, which were previously subject to the achievement by the Issuer of performance vesting criteria and which were deemed vested on January 25, 2024, in connection with the pricing of the Issuer's initial public offering. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. The remaining options are subject to a time-based vesting schedule, vesting in five equal annual installments commencing March 5, 2020. Reflects a 15.7027-for-1 forward stock split of the Issuer's common stock, which became effective on January 25, 2024. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.

3. Options granted on January 25, 2024 which vest in three equal annual installments commencing on January 25, 2025. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024.

Remarks:

Title: Executive Vice President and Chief Financial Officer

	/s/ Steven S. Reed, as Attorney-in-Fact	01/30/2024
	** 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 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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