| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/28/2018 |
3. Issuer Name and Ticker or Trading Symbol
BrightView Holdings, Inc. [ BV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 87,202(1) | D | |
| Common Stock | 164,000 | I | By trust |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to Buy) | (2) | 06/27/2028 | Common Stock | 42,764 | $22 | D | |
| Stock Options (Right to Buy) | (3) | 06/27/2028 | Common Stock | 52,948 | $22 | D | |
| Stock Options (Right to Buy) | (4) | 06/27/2028 | Common Stock | 16,298 | $22 | D | |
| Stock Options (Right to Buy) | (5) | 06/27/2028 | Common Stock | 41,548 | $22 | D | |
| Explanation of Responses: |
| 1. Includes unvested shares of restricted stock. Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria. |
| 2. Represents time-based options that vest in four equal annual installments beginning on the first anniversary of the Issuer's initial public offering. |
| 3. Represents time-based options of which 60% are vested. The remaining 40% will vest in two equal annual installments beginning on September 30, 2018. |
| 4. Represents time-based options of which 60% are vested. The remaining 40% will vest in two equal annual installments beginning on September 30, 2018. |
| 5. Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria. |
| 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 Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Jonathan M. Gottsegen, as Attorney-in-Fact | 06/28/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||