Statement of Changes in Beneficial Ownership (4)
November 22 2022 - 4:52PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
*
Urban Brett Nicholas |
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 Financial Officer |
(Last)
(First)
(Middle)
C/O BRIGHTVIEW HOLDINGS, INC., 980 JOLLY ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2022 |
(Street)
BLUE BELL, PA 19422
(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 | 11/18/2022 | | M | | 1457 | A | (1) | 22141 (2)(3) | D | |
Common Stock | 11/18/2022 | | M | | 1374 | A | (1) | 23515 (2) | D | |
Common Stock | 11/18/2022 | | F(4) | | 457 | D | $7.48 | 23058 (2) | D | |
Common Stock | 11/18/2022 | | F(4) | | 431 | D | $7.48 | 22627 (2) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (5) | 11/18/2022 | | A | | 34090 | | (6) | (6) | Common Stock | 34090 | $0.00 | 34090 | D | |
Restricted Stock Units | (5) | 11/18/2022 | | A | | 15374 | | (7) | (7) | Common Stock | 15374 | $0.00 | 15374 | D | |
Restricted Stock Units | (5) | 11/18/2022 | | M | | | 1457 | (8) | (8) | Common Stock | 1457 | $0.00 | 2914 | D | |
Restricted Stock Unites | (5) | 11/18/2022 | | M | | | 1374 | (9) | (9) | Common Stock | 1374 | $0.00 | 4124 | D | |
Explanation of Responses: |
(1) | Reflects restricted stock units that upon vesting converted into shares of Issuer common stock on a one-for-one basis. |
(2) | Includes shares of common stock acquired under the Issuer's employee stock purchase plan and unvested shares of restricted stock. Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria. |
(3) | Amounts in column 5 reflect a decrease of 5,007 shares of common stock from the total reported in the Reporting Person's Form 3 filed on October 3, 2022, which consist of unvested performance shares that will be reported when earned upon achievement of certain performance criteria. |
(4) | Represents the number of shares of common stock withheld to pay the related tax liability on restricted stock units that vested on November 18, 2022. |
(5) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units will be settled in either common stock or cash (or a combination thereof). |
(6) | Represents a grant of time-based restricted stock units that vest in four equal annual installments beginning on November 18, 2023. |
(7) | Represents a grant of time-based restricted stock units that vest on November 18, 2023. |
(8) | Represents a grant of time-based restricted stock units that vest in four equal annual installments beginning on November 19, 2021. |
(9) | Represents a grant of time-based restricted stock units that vest in four equal annual installments beginning on November 18, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Urban Brett Nicholas C/O BRIGHTVIEW HOLDINGS, INC. 980 JOLLY ROAD, SUITE 300 BLUE BELL, PA 19422 |
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| Chief Financial Officer |
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Signatures
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/s/ Jonathan M. Gottsegen, as Attorney-In-Fact | | 11/22/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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