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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Gottsegen Jonathan Mark

(Last) (First) (Middle)
C/O BRIGHTVIEW HOLDINGS, INC.,
401 PLYMOUTH ROAD, SUITE 500

(Street)
PLYMOUTH MEETING PA 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)
Code V Amount (A) or (D) Price
Common Stock 06/27/2018 A(1) 44,279(2) A (1) 44,279(3) D
Common Stock 11/28/2018 A(4) 5,106 A $0.00 49,385(3) D
Common Stock 11/28/2018 A(5) 24,010 A $0.00 73,395(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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) 101,053 (8) 06/27/2028 Common Stock 101,053 (1) 101,053 D
Stock Options (Right to Buy) $22 06/27/2018 A(1) 20,210 (9) 06/27/2028 Common Stock 20,210 (1) 20,210(10) D
Stock Options (Right to Buy) $22 11/28/2018 A(11) 16,168 (9) 06/27/2028 Common Stock 16,168 $0.00 36,378(10) D
Stock Options (Right to Buy) $13.49 11/28/2018 A 55,720 (12) 11/28/2028 Common Stock 55,720 $0.00 55,720 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 as follows: 10% vests on November 28, 2019, 20% vests on November 28, 2020, 30% vests on November 28, 2021 and 40% vests on November 28, 2022.
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 40% are vested. The remaining 60% will vest in three equal annual installments on February 28, 2019, February 29, 2020 and February 28, 2021.
9. Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable.
10. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.
11. Represents options acquired upon settlement of performance-based stock option awards previously granted to the Reporting Person.
12. Represents a grant of time-based options that vest as follows: 10% vests on November 28, 2019, 20% vests on November 28, 2020, 30% vests on November 28, 2021 and 40% vests on November 28, 2022.
Remarks:
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
/s/ Jonathan M. Gottsegen 11/30/2018
** 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 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).
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.