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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BROWN ROGER H (Last) (First) (Middle) C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC 200 TALCOTT AVENUE SOUTH (Street) WATERTOWN MA 02472 (City) (State) (Zip)	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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/11/2013
	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	01/11/2013		J(1)		30,725	A	(1)	34,712	I	By Roger H. Brown Trust, dated August 7, 1996
Common Stock	01/11/2013		J(1)		156,760	A	(1)	177,103	I	By Linda A. Mason Trust, dated August 7, 1996

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
Class L Common Stock	(1)	01/11/2013		J(1)			873	(1)	(1)	Common Stock	30,725	(1)	0	I	By Roger H. Brown Trust, dated August 7, 1996
Class L Common Stock	(1)	01/11/2013		J(1)			4,454	(1)	(1)	Common Stock	156,760	(1)	0	I	By Linda A. Mason Trust, dated August 7, 1996
Option to purchase Common Stock	$14.54	01/30/2013		A		8,622		(2)	09/02/2018	Common Stock	8,622	$0	17,244	D
Option to purchase Common Stock	$12	01/30/2013		A		1,119		(3)	09/02/2018	Common Stock	1,119	$0	2,238	D
Option to purchase Common Stock	$14.54	01/30/2013		A		28,684		(4)	09/02/2018	Common Stock	28,684	$0	57,368	I	By Spouse
Option to purchase Common Stock	$12	01/30/2013		A		3,722		(5)	09/02/2018	Common Stock	3,722	$0	7,444	I	By Spouse

Explanation of Responses:

1. On January 11, 2013, in connection with the Issuer's initial public offering, each share of the Issuer's Class L common stock was converted, in accordance with the terms of the Issuer's certificate of incorporation, into 35.1955 shares of common stock and had no expiration date. With respect to the reporting person, the conversion of the Class L common stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 thereunder.

2. On May 2, 2012, the reporting person was granted an option to purchase 8,622 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 6,897 shares with the remaining 1,725 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 8,622 shares of common stock subject to this option award, resulting in vesting of the option as to 6,897 shares and an additional 1,725 shares eligible to vest on May 28, 2013.

3. On May 2, 2012, the reporting person was granted an option to purchase 1,119 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 895 shares with the remaining 224 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 1,119 shares of common stock subject to this option award, resulting in vesting of the option as to 895 shares and an additional 224 shares eligible to vest on May 28, 2013.

4. On May 2, 2012, Linda Mason, the spouse of the reporting person, was granted an option to purchase 28,684 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 22,947 shares with the remaining 5,737 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 28,684 shares of common stock subject to this option award, resulting in vesting of the option as to 22,947 shares and an additional 5,737 shares eligible to vest on May 28, 2013.

5. On May 2, 2012, Linda Mason, the spouse of the reporting person, was granted an option to purchase 3,722 shares of common stock in connection with the Issuer's option exchange program. The option vests based upon time (in accordance with the vesting schedule that was applicable to the option award that was exchanged for this award in the option exchange program such that this option is time vested as to 2,977 shares with the remaining 745 shares eligible to time vest on May 28, 2013) and performance (change of control of the Issuer or an initial public offering of the Issuer's common stock) criteria. As a result of the consummation of the Issuer's initial public offering, the performance criteria was met with respect to all 3,722 shares of common stock subject to this option award, resulting in vesting of the option as to 2,977 shares and an additional 745 shares eligible to vest on May 28, 2013.

	/s/ John Casagrande, as attorney in fact for Roger H. Brown	02/01/2013
	** Signature of Reporting Person	Date
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