X0202 4 2008-03-04 0 0001295557 BARE ESCENTUALS INC BARE 0001267860 FIFTH BERKSHIRE ASSOCIATES LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001376601 Sixth Berkshire Associates LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001069736 BERKSHIRE FUND V L P C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001223654 BERKSHIRE FUND VI LTD PARTNERSHIP C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001122645 BERKSHIRE INVESTORS LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 0001312988 Berkshire Partners LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 BOSTON MA 02108 0 0 1 0 Common Stock 2008-03-04 4 J 0 2272725 26.414 D 8118746 I See Footnote Common Stock 2008-03-04 4 J 0 2473390 26.414 D 8835572 I See Footnote Common Stock 2008-03-04 4 J 0 253885 26.414 D 906941 D Common Stock 2008-03-04 4 J 0 157012 26.414 A 313766 D 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. 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. 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. 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. 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". 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". /s/ Bradley M. Bloom, Managing Director 2008-03-06 /s/ Bradley M. Bloom, Managing Director 2008-03-06 /s/ Bradley M. Bloom, Managing Director of Fifth Berkshire Associates LLC, the General Partner of Berkshire Fund V, Limited Partnership 2008-03-06 /s/ Bradley M. Bloom, Managing Director of Sixth Berkshire Associates LLC, the General Partner of Berkshire Fund VI, Limited Partnership 2008-03-06 /s/ Bradley M. Bloom, Managing Director 2008-03-06 /s/ Bradley M. Bloom, Managing Director 2008-03-06