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* FIFTH BERKSHIRE ASSOCIATES LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BARE ESCENTUALS INC [ BARE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	03/04/2008		J(1)		2,272,725	D	$26.414(2)	8,118,746	I	See Footnote(3)
Common Stock	03/04/2008		J(1)		2,473,390	D	$26.414(2)	8,835,572	I	See Footnote(4)
Common Stock	03/04/2008		J(1)		253,885	D	$26.414(2)	906,941	D(5)
Common Stock	03/04/2008		J(6)		157,012	A	$26.414(2)	313,766	D(6)

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

1. Name and Address of Reporting Person* FIFTH BERKSHIRE ASSOCIATES LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sixth Berkshire Associates LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND V L P (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND VI LTD PARTNERSHIP (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE INVESTORS LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Partners LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 4, 2008, Berkshire Fund V, Limited Partnership ("Fund V"), Berkshire Fund VI, Limited Partnership ("Fund VI"), and Berkshire Investors LLC ("Investors") distributed a total of 5,000,000 shares of common stock of the Issuer (the "Common Stock") pro rata to the partners and members of Fund V, Fund VI and Investors, of which 2,272,725 were directly held by Fund V, 2,473,390 were directly held by Fund VI, and 253,885 were directly held by Investors.

2. The price listed in the table above is the designated price per share distributed in the pro rata distribution pursuant to the governing documents of Fund V, Fund VI and Investors. No consideration was paid to Fund V, Fund VI, or Investors in connection with the distribution.

3. Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Fund V, may be deemed to share voting and dispositive power with respect to the 8,118,746 shares of common stock directly held by Fund V. FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.

4. Sixth Berkshire Associates LLC ("SBA"), as the sole general partner of Fund VI may be deemed to share voting and dispositive power with respect to the 8,835,572 shares of common stock directly held by Fund VI. SBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.

5. Investors directly holds 906,941 shares of common stock and may be deemed to be, but does not admit to be, a member of a "group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Exchange Act".

6. On March 4, 2008, Berkshire Partners LLC ("Partners"), received 157,012 shares of Common Stock from a pro rata distribution by Fund VI . Partners directly holds 313,766 shares of common stock and may be deemed to be, but does not admit to be, a member of a "group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Exchange Act".

Remarks:

	/s/ Bradley M. Bloom, Managing Director	03/06/2008
	/s/ Bradley M. Bloom, Managing Director	03/06/2008
	/s/ Bradley M. Bloom, Managing Director of Fifth Berkshire Associates LLC, the General Partner of Berkshire Fund V, Limited Partnership	03/06/2008
	/s/ Bradley M. Bloom, Managing Director of Sixth Berkshire Associates LLC, the General Partner of Berkshire Fund VI, Limited Partnership	03/06/2008
	/s/ Bradley M. Bloom, Managing Director	03/06/2008
	/s/ Bradley M. Bloom, Managing Director	03/06/2008
	** Signature of Reporting Person	Date
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