X0306 4 2016-11-21 0 0001437578 BRIGHT HORIZONS FAMILY SOLUTIONS INC. BFAM 0001040508 BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379521 BCIP Trust Associates III-B 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001430079 BCIP Associates-G 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 Common Stock 2016-11-21 4 J 0 265528 0.00 D 14243310 I See Footnotes Bain 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 November 21, 2016, Fund X distributed 263,813 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made on November 21, 2016. Following such distribution, Fund X held 14,077,430 shares of Common Stock. On November 21, 2016, BCIP Associates III, LLC ("BCIP III"), whose manager is BCIP Associates III ("BCIPA III"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), distributed 1,715 shares of Common Stock to one or more of its members or partners in connection with certain charitable gifts made on November 21, 2016. Following such distribution, BCIP III held 98,959 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. As of November 21, 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 18,277 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. As of November 21, 2016, BCIP T Associates III, LLC ("BCIPT III"), whose manager is BCIP Trust Associates III ("BCIPTA III"), whose managing partner is Boylston, held 43,714 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. As of November 21, 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 3,027 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. As of November 21, 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 1,903 shares of Common Stock. The 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. Form 2 of 2 Bain Capital Investors, LLC, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director 2016-11-23 BCIP Trust Associates III-B, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ David Humphrey, Title: Authorized Signatory 2016-11-23 BCIP Associates-G By: Boylston Coinvestors, LLC, as Managing Partner By: /s/ David Humphrey, Name: David Humphrey, Title: Authorized Signatory 2016-11-23