SEC FORM 4

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

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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^*

TOCIO MARY ANN

(Last)

(First)

(Middle)

C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC

200 TALCOTT AVENUE SOUTH

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRIGHT HORIZONS FAMILY SOLUTIONS INC. [ BFAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2013

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2013		P		4,000	A	$22	4,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock	$14.54	01/30/2013		A		251,295		⁽¹⁾	09/02/2018	Common Stock	251,295	$0	502,590	D
Option to purchase Common Stock	$12	01/30/2013		A		32,611		⁽²⁾	09/02/2018	Common Stock	32,611	$0	65,222	D
Option to purchase Common Stock	$14.54	01/30/2013		A		21,645		⁽³⁾	05/02/2022	Common Stock	21,645	$0	43,290	D
Option to purchase Common Stock	$12	01/30/2013		A		2,809		⁽⁴⁾	05/02/2022	Common Stock	2,809	$0	5,618	D

Explanation of Responses:

1. On May 2, 2012, the reporting person was granted an option to purchase 251,295 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 201,036 shares with the remaining 50,259 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 251,295 shares of common stock subject to this option award, resulting in vesting of the option as to 201,036 shares and an additional 50,259 shares eligible to vest on May 28, 2013.

2. On May 2, 2012, the reporting person was granted an option to purchase 32,611 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 26,088 shares with the remaining 6,523 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 32,611 shares of common stock subject to this option award, resulting in vesting of the option as to 26,088 shares and an additional 6,523 shares eligible to vest on May 28, 2013.

3. On May 2, 2012 the reporting person was granted an option to purchase 21,645 shares of common stock. The option vests based upon time (40% on May 2, 2014 and thereafter, as to the remaining 60%, three equal annual installments beginning on May 2, 2015) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 21,645 shares of common stock subject to this option award, resulting in the option becoming eligible to vest as to 40% of the underlying shares on May 2, 2014 and thereafter, as to the remaining 60% of the underlying shares, in three equal annual installments beginning on May 2, 2015.

4. On May 2, 2012 the reporting person was granted an option to purchase 2,809 shares of common stock. The option vests based upon time (40% on May 2, 2014 and thereafter, as to the remaining 60%, three equal annual installments beginning on May 2, 2015) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 2,809 shares of common stock subject to this option award, resulting in the option becoming eligible to vest as to 40% of the underlying shares on May 2, 2014 and thereafter, as to the remaining 60% of the underlying shares, in three equal annual installments beginning on May 2, 2015.

	/s/ John Casagrande, as attorney in fact for Mary Ann Tocio	02/01/2013
	** 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 4 (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).
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