SEC Form 4 · accession 0000899243-16-034576
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
BC Brightness SPV, LP
10% Owner
BC BRIGHTNESS SPV GP, LLC
10% Owner
Period of report
Nov 28, 2016
Accepted (ET)
Nov 30, 2016 · 5:28 pm EST
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 | Nov 28, 2016 | S | 1,731,904 | $71.11 | D | 12,511,406 | 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 member of BC Brightness SPV GP, LLC ("BC SPV GP"), which is the sole general partner of BC Brightness SPV, LP ("BC SPV"). BCI is also 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"). Fund X is a limited partner of BC SPV. As a result, BC SPV GP may be deemed to share voting and dispositive power with respect to shares of Common Stock held by BC SPV. In addition, BCP X may be deemed to share voting and dispositive power with respect to shares of Common Stock held by Fund X. Each of BC SPV GP and BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 28, 2016, Fund X sold 1,710,547 shares of Common Stock. Fund X's remaining 12,366,883 shares of Common Stock have been transferred to BC SPV in a transaction that is exempt from Section 16 pursuant to Rule 16a-13.
- F2On November 28, 2016, BCIP Associates III, LLC ("BCIP III"), whose manager is BCIP Associates III ("BCIPA III"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), sold 12,144 shares of Common Stock. Following such sale, BCIP III held 86,815 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.
- F3On November 28, 2016, BCIP Associates III-B, LLC ("BCIP III-B"), whose manager is BCIP Associates III-B ("BCIPA III-B"), whose managing partner is Boylston, sold 2,516 shares of Common Stock Following such sale, BCIP III-B held 15,761 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.
- F4On November 28, 2016, BCIP T Associates III, LLC ("BCIPT III"), whose manager is BCIP Trust Associates III ("BCIPTA III"), whose managing partner is Boylston, sold 6,018 shares of Common Stock. Following such sale, BCIPT III held 37,696 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.
- F5On November 28, 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, sold 417 shares of Common Stock. Following such sale, BCIPT III-B held 2,610 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.
- F6On November 28, 2016, BCIP Associates-G ("BCIP G" and together with Fund X, BC SPV, BCIP III, BCIP III-B, BCIPT III and BCIPT III-B, the "Bain Capital Entities"), whose managing partner is Boylston, sold 262 shares of Common Stock. Following such sale, BCIP G held 1,641 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.