Statement of Changes in Beneficial Ownership (4)
November 30 2018 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Khatib Louay H
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2. Issuer Name
and
Ticker or Trading Symbol
BrightView Holdings, Inc.
[
BV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer
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(Last)
(First)
(Middle)
C/O BRIGHTVIEW HOLDINGS, INC.,, 401 PLYMOUTH ROAD, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/27/2018
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(Street)
PLYMOUTH MEETING, PA 19462
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/27/2018
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A
(1)
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7251
(2)
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A
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(1)
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7251
(3)
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D
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Common Stock
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11/28/2018
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A
(4)
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893
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A
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$0.00
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8144
(3)
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D
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Common Stock
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11/28/2018
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A
(5)
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4620
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A
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$0.00
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12764
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$22.00
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6/27/2018
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A
(6)
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21382
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(7)
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6/27/2028
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Common Stock
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21382
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$0.00
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21382
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D
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Stock Options (Right to Buy)
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$22.00
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6/27/2018
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A
(1)
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15947
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(8)
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6/27/2028
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Common Stock
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15947
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(1)
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15947
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D
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Stock Options (Right to Buy)
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$22.00
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6/27/2018
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A
(1)
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4784
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(9)
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6/27/2028
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Common Stock
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4784
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(1)
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4784
(10)
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D
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Stock Options (Right to Buy)
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$22.00
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11/28/2018
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A
(11)
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2551
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(9)
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6/27/2028
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Common Stock
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2551
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$0.00
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7335
(10)
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D
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Stock Options (Right to Buy)
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$13.49
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11/28/2018
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A
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10730
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(12)
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11/28/2028
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Common Stock
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10730
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$0.00
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10730
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D
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Explanation of Responses:
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(1)
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These securities were acquired in connection with the reclassification of interests of BrightView Parent L.P. prior to the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-225277)) and were included in the Reporting Person's Form 3 filed on June 28, 2018.
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(2)
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Includes unvested shares of restricted stock.
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(3)
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Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria.
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(4)
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Represents common stock of the Issuer acquired upon settlement of performance-based restricted stock unit awards previously granted to the Reporting Person.
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(5)
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Represents a grant of time-based restricted stock that vests in four equal annual installments beginning on November 28, 2019.
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(6)
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Represents a grant of time-based options made on June 27, 2018, which were included in the Reporting Person's Form 3 filed on June 28, 2018.
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(7)
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Represents time-based options that vest in four equal annual installments beginning on the first anniversary of the Issuer's initial public offering.
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(8)
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Represents time-based options of which 60% are vested. The remaining 40% will vest in two equal annual installments beginning on October 19, 2019.
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(9)
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Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable.
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(10)
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Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.
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(11)
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Represents options acquired upon settlement of performance-based stock option awards previously granted to the Reporting Person.
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(12)
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Represents a grant of time-based options that vests in four equal annual installments beginning on November 28, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Khatib Louay H
C/O BRIGHTVIEW HOLDINGS, INC.,
401 PLYMOUTH ROAD, SUITE 500
PLYMOUTH MEETING, PA 19462
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Chief Accounting Officer
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Signatures
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/s/ Jonathan M. Gottsegen, as Attorney-in-Fact
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11/30/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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