| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BrightSpring Health Services, Inc. [ BTSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 01/26/2024 | A(1) | 57,880 | A | $0 | 57,880 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $6.37 | 01/25/2024 | A(2) | 17,665 | (2) | 09/24/2029 | Common Stock | 17,665 | $0.0 | 52,996 | D | ||||
| Stock Options (Right to Buy) | $7.01 | 01/25/2024 | A(3) | 17,665 | (3) | 05/12/2030 | Common Stock | 17,665 | $0.0 | 52,996 | D | ||||
| Stock Options (Right to Buy) | $13 | 01/25/2024 | A(4) | 21,004 | (4) | 01/25/2034 | Common Stock | 21,004 | $0.0 | 21,004 | D | ||||
| Explanation of Responses: |
| 1. On January 26, 2024 reporting person was granted restricted stock units ("RSUs") which vest in three equal annual installments commencing on January 25, 2025. Each RSU represents a contingent right to receive one share of common stock upon settlement. |
| 2. Options acquired represent options originally granted on September 24, 2019, which were previously subject to the achievement by the Issuer of performance vesting criteria and which were deemed vested on January 25, 2024, in connection with the pricing of the Issuer's initial public offering. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. The remaining options are subject to a time-based vesting schedule, vesting in five equal annual installments commencing March 5, 2020. Reflects a 15.7027-for-1 forward stock split of the Issuer's common stock (the "Stock Split"), which became effective on January 25, 2024. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria. |
| 3. Options acquired represent options originally granted on May 12, 2020, which were previously subject to the achievement by the Issuer of performance vesting criteria and which were deemed vested on January 25, 2024, in connection with the pricing of the Issuer's initial public offering. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. The remaining options are subject to a time-based vesting schedule, vesting in five equal annual installments commencing May 12, 2021. Reflects the Stock Split. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria. |
| 4. Options granted on January 25, 2024 which vest in three equal annual installments commencing on January 25, 2025. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. |
| /s/ Steven S. Reed, as Attorney-in-Fact | 01/30/2024 | |
| ** 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 Number. | ||
