SEC FORM 3

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^*

Urban Brett Nicholas

(Last)

(First)

(Middle)

C/O BRIGHTVIEW HOLDINGS, INC.

980 JOLLY ROAD, SUITE 300

(Street)

BLUE BELL

19422

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2022

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)
	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	25,027⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	⁽²⁾	06/27/2028	Common Stock	39,054	$22	D
Stock Options (Right to Buy)	⁽³⁾	11/28/2028	Common Stock	9,000	$13.49	D
Stock Options (Right to Buy)	⁽⁴⁾	11/22/2029	Common Stock	9,728	$16.89	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,097	⁽⁶⁾	D
Stock Options (Right to Buy)	⁽⁷⁾	11/19/2030	Common Stock	11,381	$13.78	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	4,371	⁽⁶⁾	D
Stock Options (Right to Buy)	⁽⁹⁾	11/18/2031	Common Stock	12,083	$15.04	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,498	⁽⁶⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	88,607	⁽⁶⁾	D

Explanation of Responses:

1. Includes shares of common stock acquired under the Issuer's employee stock purchase plan and unvested shares of restricted stock. Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria.

2. Consists of 37,940 time- and performance-based options that are fully vested and exercisable and 1,114 time-based options that will vest on December 12, 2022.

3. Represents grant of time-based options of which 75% are vested. The remaining 25% will vest on November 28, 2022.

4. Represents grant of time-based options of which 50% are vested. The remaining 50% will vest in two equal annual installments beginning on November 22, 2022.

5. Represents grant of time-based restricted stock units that vest in two equal annual installments beginning on November 22, 2022.

6. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units will be settled in either common stock or cash (or a combination thereof).

7. Represents grant of time-based options of which 25% are vested. The remaining 75% will vest in three equal annual installments beginning on November 19, 2022.

8. Represents a grant of time-based restricted stock units that vest in three equal annual installments beginning November 19, 2022.

9. Represents grant of time-based options that vest in four equal annual installments beginning November 18, 2022.

10. Represents grant of time-based restricted stock units that vest in four equal annual installments beginning on November 18, 2022.

11. Represents grant of time-based restricted stock units that vest on September 29, 2025.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jonathan M. Gottsegen, as Attorney-in-Fact	10/03/2022
	** 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.
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.