Louay H Khatib Form 4 BrightView / Louay H Khatib ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Khatib Louay H

(Last) (First) (Middle)

C/O BRIGHTVIEW HOLDINGS, INC.

980 JOLLY ROAD, SUITE 300

(Street)

BLUE BELL PA 19422

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BrightView Holdings, Inc. [ BV ]

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/22/2020		M		923	A	(1)	15,260(2)	D
Common Stock	11/22/2020		M		546	A	(1)	15,806(2)	D
Common Stock	11/22/2020		F(3)		264	D	$14.18	15,542(2)	D
Common Stock	11/22/2020		F(3)		142	D	$14.18	15,400(2)	D

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 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: 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
Stock Options (Right to Buy)	$13.78	11/19/2020		A		11,055		(4)	11/19/2030	Common Stock	11,055	$0.00	11,055	D
Restricted Stock Units	(5)	11/19/2020		A		5,660		(6)	(6)	Common Stock	5,660	$0.00	5,660	D
Restricted Stock Units	(5)	11/22/2020		M			923	(7)	(7)	Common Stock	923	$0.00	2,771	D
Restricted Stock Units	(5)	11/22/2020		M			546	(8)	(8)	Common Stock	546	$0.00	576	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. Represents the number of shares of common stock withheld to pay the related tax liability on restricted stock units that vested on November 22, 2020.

4. Represents a grant of time-based options that vest in four equal annual installments beginning on November 19, 2021.

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 19, 2021.

7. Represents a grant of time-based restricted stock units that vest in four equal annual installments beginning on November 22, 2020.

8. Represents non-forfeitable time-based restricted stock units granted in lieu of certain cash compensation. These restricted stock units vest in two equal installments beginning on November 22, 2020.

Remarks:

	/s/ Jonathan M. Gottsegen, as Attorney-in-Fact	11/23/2020
	** 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).
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