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* Burke Mary Lou (Last) (First) (Middle) C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC 200 TALCOTT AVENUE SOUTH (Street) WATERTOWN MA 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) COO North America Center Ops	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	22,674(1)	D
Common Stock	1,240	I	UTMA Custodian for daughter(2)
Common Stock	1,240	I	UTMA Custodian for daughter(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(3)	04/01/2020	Common Stock	1,436	14.54	D
Option to Purchase Common Stock	(4)	05/02/2022	Common Stock	1,808	12	D
Option to Purchase Common Stock	(5)	05/02/2022	Common Stock	34,842	14.54	D
Option to Purchase Common Stock	(6)	01/06/2021	Common Stock	25,280	36.29	D
Option to Purchase Common Stock	(7)	01/12/2022	Common Stock	18,800	47.35	D

Explanation of Responses:

1. Includes 6,220 shares of resticted stock that vests 100% on January 6, 2017.

2. Shares held indirectly under the Uniform Transfer to Minors Act and reporting person disclaims any beneficial ownership of these shares except for any pecuniary interest therein.

3. On April 1, 2010, the reporting person received an option to purchase 11,614 shares of which 1,436 shares remain unexercised. The vesting criteria have been met with respect to this award.

4. On May 2, 2012, the reporting person received an option to purchase 4,520 shares of which 1,808 shares remain unexercised and unvested. On May 2, 2016, 904 shares will be eligible to vest and the remaining 904 shares will be eligible to vest on May 2, 2017.

5. On May 2, 2012, the reporting person received an option to purchase 34,842 shares of which 20,904 shares are currently vested. On May 2, 2016, 6,968 shares will be eligible to vest and the remaining 6,970 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 6, 2017 and thereafter, as to the remaining 40% of underlying shares, in two equal annual installments beginning on January 6, 2018.

7. 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/ Mary Lou Burke	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 undersigneds 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/ Mary Lou Burke            Date:  12/21/15
Witnessed:  /s/ Elizabeth Larcano	  Date:  12/21/15