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* Birch-OR Equity Holdings, LLC (Last) (First) (Middle) C/O ONE ROCK CAPITAL PARTNERS, LLC 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/28/2023	3. Issuer Name and Ticker or Trading Symbol BrightView Holdings, Inc. [ BV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	52,966,100	$9.44	I	See Footnote(2)(3)(4)

1. Name and Address of Reporting Person* Birch-OR Equity Holdings, LLC (Last) (First) (Middle) C/O ONE ROCK CAPITAL PARTNERS, LLC 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Birch Equity Holdings, LP (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Birch Equity Holdings GP, LLC (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* One Rock Capital Partners III, LP (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* One Rock Capital Partners III GP, LP (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ORCP GP Professionals, LLC (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spielvogel Scott (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lee Tony W (Last) (First) (Middle) 45 ROCKEFELLER PLAZA, 39TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A Convertible Preferred Stock (the "Series A Preferred Stock") has no expiration date and is convertible, in whole or in part, at the option of the holders upon the later of (i) the expiration of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended and (ii) the twentieth (20th) calendar day following the mailing of a definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 to the holders of Common Stock into shares of Common Stock, subject to certain anti-dilution adjustments and provisions as set forth in the certificate of designations designating the Series A Preferred Stock.

2. The amounts reported herein includes (i) 35,385,380 shares of Common Stock issuable upon conversion of 334,038 shares of Series A Preferred Stock held of record by Birch-OR Equity Holdings, LLC and (ii) 17,580,720 shares of Common Stock issuable upon conversion of 165,962 shares of Series A Preferred Stock held of record by Birch Equity Holdings, LP (together with Birch-OR Equity Holdings, LLC, the "Investors").

3. ORCP GP Professionals, LLC is the sole member of Birch Equity Holdings GP LLC, which is the general partner of Birch Equity Holdings, LP. ORCP GP Professionals, LLC is also the general partner of One Rock Capital Partners III GP, LP, which is the general partner of One Rock Capital Partners III, LP, which has the right to appoint a majority of the members of the board of managers of Birch-OR Equity Holdings, LLC. Mr. Spielvogel and Mr. Lee are the managing members of ORCP GP Professionals, LLC and have or share voting and investment discretion with respect to the securities held of record by the Investors.

4. As a result of these relationships, each of the entities and individuals named herein may be deemed to have or share beneficial ownership of the securities held directly by the Investors. Each such person disclaims any such beneficial ownership of the securities owned by Birch-OR Equity Holdings, LLC and Birch Equity Holdings, LP, except to the extent of their pecuniary interest therein.

	BIRCH-OR EQUITY HOLDINGS, LLC, By: /s/ Tony W. Lee, Secretary and Treasurer	09/06/2023
	BIRCH EQUITY HOLDINGS, LP, By: Birch Equity Holdings GP LLC, its general partner, By: ORCP GP Professionals, LLC, its sole member, By: /s/ Tony W. Lee, Managing Member	09/06/2023
	BIRCH EQUITY HOLDINGS GP LLC, By: ORCP GP Professionals, LLC, its sole member, By: /s/ Tony W. Lee, Managing Member	09/06/2023
	ONE ROCK CAPITAL PARTNERS III, LP, By: One Rock Capital Partners III GP, LP, its general partner, By: ORCP GP Professionals, LLC, its general partner, By: /s/ Tony W. Lee, Managing Member	09/06/2023
	ONE ROCK CAPITAL PARTNERS III GP, LP, By: ORCP GP Professionals, LLC, its general partner, By: /s/ Tony W. Lee, Managing Member	09/06/2023
	ORCP GP PROFESSIONALS, LLC, By: /s/ Tony W. Lee, Managing Member	09/06/2023
	/s/ R. Scott Spielvogel	09/06/2023
	/s/ Tony W. Lee	09/06/2023
	** Signature of Reporting Person	Date
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