SEC Form 4 · accession 0000899243-16-020121
BRIGHT HORIZONS FAMILY SOLUTIONS INC. · BFAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAIN CAPITAL INVESTORS LLC
10% Owner
BCIP Trust Associates III-B
10% Owner
Associates-G Bcip
10% Owner
Period of report
May 12, 2016
Accepted (ET)
May 16, 2016 · 5:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437578
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6,F7 | May 12, 2016 | J | 221,411 | $0.00 | D | 16,284,859 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners X, L.P. ("BCP X"), which is the sole general partner of Bain Capital Fund X, L.P. ("Fund X"). As a result, BCP X may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund X. BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On May 12, 2016, Fund X distributed 219,961 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made on May 12, 2016. Following such distribution, Fund X held 16,095,642 shares of Common Stock.
- F2On May 12, 2016, BCIP Associates III, LLC ("BCIP III"), whose manager is BCIP Associates III ("BCIPA III"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), distributed 1,450 shares of Common Stock to one or more of its members or partners in connection with certain charitable gifts made on May 12, 2016. Following such distribution, BCIP III held 113,083 shares of Common Stock. BCIPA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III. BCIPA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F3As of May 12, 2016, BCIP Associates III-B, LLC ("BCIP III-B"), whose manager is BCIP Associates III-B ("BCIPA III-B"), whose managing partner is Boylston, held 20,793 shares of Common Stock. BCIPA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B. BCIPA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F4As of May 12, 2016, BCIP T Associates III, LLC ("BCIPT III"), whose manager is BCIP Trust Associates III ("BCIPTA III"), whose managing partner is Boylston, held 49,732 shares of Common Stock. BCIPTA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III. BCIPTA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F5As of May 12, 2016, BCIP T Associates III-B, LLC ("BCIPT III-B"), whose manager is BCIP Trust Associates III-B ("BCIPTA III-B"), whose managing partner is Boylston, held 3,444 shares of Common Stock. BCIPTA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III-B. BCIPTA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F6As of May 12, 2016, BCIP Associates-G ("BCIP G" and together with Fund X, BCIP III, BCIP III-B, BCIPT III and BCIPT III-B, the "Bain Capital Entities"), whose managing partner is Boylston, held 2,165 shares of Common Stock.
- F7The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Global Private Equity Board of BCI. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Remarks
Form 2 of 2