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* FEENAN JOHN A (Last) (First) (Middle) C/O BRIGHTVIEW HOLDINGS, INC., 401 PLYMOUTH ROAD, SUITE 500 (Street) PLYMOUTH MEETING PA 19462 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2018	3. Issuer Name and Ticker or Trading Symbol BrightView Holdings, Inc. [ BV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Chief Financial Officer	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	158,749(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	06/27/2028	Common Stock	32,073	$22	D
Stock Options (Right to Buy)	(3)	06/27/2028	Common Stock	146,690	$22	D
Stock Options (Right to Buy)	(4)	06/27/2028	Common Stock	81,249	$22	D
Stock Options (Right to Buy)	(5)	06/27/2028	Common Stock	22,727	$22	D
Stock Options (Right to Buy)	(6)	06/27/2028	Common Stock	45,587	$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 40% are vested. The remaining 60% will vest in three equal annual installments on February 28, 2019, February 29, 2020 and February 28, 2021.

4. Represents time-based options of which 20% are vested. The remaining 80% will vest in four equal annual installments beginning on November 10, 2018.

5. Represents time-based options that vest in five equal annual installments beginning on February 21, 2019.

6. 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:

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.
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