Edgar Filing: BCIP Associates III-B, LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAIN CAPITAL INVESTORS LLC

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)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 CLARENDON STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/08/2017		J⁽¹⁾⁽²⁾⁽³⁾		416,426 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	$ 0	7,986,532	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates III, LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates III 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates III-B, LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates III-B 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP T Associates III, LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Trust Associates III 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP T Associates III-B, LLC 200 CLARENDON STREET BOSTON, MA 02116		X

Signatures

Bain Capital Investors, LLC, By: By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Managing Director		11/13/2017
^**Signature of Reporting Person		Date
BCIP Associates III, LLC, By: BCIP Associates III, its Manager, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP Associates III, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP Associates III-B, LLC, By: BCIP Associates III-B, its Manager, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP Associates III-B, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP T Associates III, LLC, By: BCIP Trust Associates III, its Manager, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP Trust Associates III, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date
BCIP T Associates III-B, LLC, By: BCIP Trust Associates III-B, its Manager, By: Boylston Coinvestors, LLC, as Managing Partner, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory		11/13/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Bain Capital Investors, LLC ("BCI") is the sole member of BC Brightness SPV GP, LLC ("BC SPV GP"), which is the sole general partner of BC Brightness SPV, LP ("BC SPV"). As a result, BC SPV GP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC SPV. BC SPV GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 8, 2017, BC SPV distributed 413,738 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made on November 8, 2017. Following such distribution, BC SPV held 7,892,279 shares of Common Stock.
(2)	On November 8, 2017, BCIP Associates III, LLC ("BCIP III"), whose manager is BCIP Associates III ("BCIPA III"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), distributed 2,605 shares of Common Stock to one or more of its members or partners in connection with certain charitable gifts made on November 8, 2017. Following such distribution, BCIP III held 55,627 shares of Common Stock. BCIPA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III. BCIPA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(3)	On November 8, 2017, BCIP Associates III-B, LLC ("BCIP III-B"), whose manager is BCIP Associates III-B ("BCIPA III-B"), whose managing partner is Boylston, distributed 83 shares of Common Stock to one or more of its members or partners in connection with certain charitable gifts made on November 8, 2017. Following such distribution, BCIP III-B held 10,489 shares of Common Stock. BCIPA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B. BCIPA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(4)	As of November 8, 2017, BCIP T Associates III, LLC ("BCIPT III"), whose manager is BCIP Trust Associates III ("BCIPTA III"), whose managing partner is Boylston, held 25,285 shares of Common Stock. BCIPTA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III. BCIPTA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(5)	As of November 8, 2017, BCIP T Associates III-B, LLC ("BCIPT III-B"), whose manager is BCIP Trust Associates III-B ("BCIPTA III-B"), whose managing partner is Boylston, held 1,751 shares of Common Stock. BCIPTA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III-B. BCIPTA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(6)	As of November 8, 2017, BCIP Associates-G ("BCIP G" and together with BC SPV, BCIP III, BCIP III-B, BCIPT III and BCIPT III-B, the "Bain Capital Entities"), whose managing partner is Boylston, held 1,101 shares of Common Stock.
(7)	The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Global Private Equity Board of BCI. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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