SEC Filing | Bright Horizons Family Solutions

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Berman Mandy

(Last)

(First)

(Middle)

C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC

200 TALCOTT AVENUE SOUTH

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016

3. Issuer Name and Ticker or Trading Symbol
BRIGHT HORIZONS FAMILY SOLUTIONS INC. [ BFAM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,900⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock	⁽²⁾	10/11/2021	Common Stock	1,260	12	D
Option to Purchase Common Stock	⁽³⁾	10/11/2021	Common Stock	9,714	14.54	D
Option to Purchase Common Stock	⁽⁴⁾	05/02/2022	Common Stock	7,320	14.54	D
Option to Purchase Common Stock	⁽⁵⁾	05/02/2022	Common Stock	950	12	D
Option to Purchase Common Stock	⁽⁶⁾	01/12/2022	Common Stock	9,400	47.35	D

Explanation of Responses:

1. Represents 31,100 shares of restricted stock that vests 100% on January 6, 2017 and 6,800 shares of restricted stock that vests 100% on January 12, 2018.

2. On October 11, 2011, the reporting person received an option to purchase 3,150 shares of common stock of which 1,260 remains unexercised. Currently 630 shares are vested and the remaining 630 shares will be eligible to vest on October 11, 2016.

3. On October 11, 2011, the reporting person received an option to purchase 24,284 shares of common stock of which 9,714 remains unexercised. Currently 4,856 shares are vested and the remaining 4,858 shares will be eligible to vest on October 11, 2016.

4. On May 2, 2012, the reporting person received an option to purchase 18,300 shares of common stock of which 7,320 remain unexercised. On May 2, 2016, 3,660 shares will be eligible to vest and the remaining 3,660 shares will be eligible to vest on May 2, 2017.

5. On May 2, 2012, the reporting person received an option to purchase 2,374 shares of common stock of which 950 remain unexercised. On May 2, 2016, 474 shares will be eligible to vest and the remaining 476 shares will be eligible to vest on May 2, 2017.

6. The option is eligible to vest as to 60% of the underlying shares on January 12, 2018 and thereafter, as to the remaining 40% of underlying shares, in two equal annual installments beginning on January 12, 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mandy Berman	01/08/2016
	** 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 5 (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.

BRIGHT HORIZONS FAMILY SOLUTIONS INC.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby
constitutes and appoints each of David Lissy,
Elizabeth Boland, John Casagrande and Stephen Dreier,
signing singly, as the undersigned's true and lawful
attorney-in- fact to:

1.execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Bright Horizons Family Solutions Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Act"),
and the rules thereunder;

2.do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete and execute any amendment or amendments
thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange
or similar authority; and

3.take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all the acts such attorney-in-fact shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The
undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming
any of the undersigned's responsibilities to comply
with Section 16 of the Act.

This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the date set below.

Signed:     /s/ Mandy Berman         	  Date:  12/21/15
Witnessed:  /s/ Elizabeth Larcano	  Date:  12/21/15