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* Henry Danroy T SR (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Human Resources Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2013
	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

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
Option to purchase Common Stock	$14.54	01/30/2013		A		68,103		(1)	09/02/2018	Common Stock	68,103	$0	136,206	D
Option to purchase Common Stock	$12	01/30/2013		A		8,838		(2)	09/02/2018	Common Stock	8,838	$0	17,676	D
Option to purchase Common Stock	$14.54	01/30/2013		A		31,675		(3)	05/02/2022	Common Stock	31,675	$0	63,350	D
Option to purchase Common Stock	$12	01/30/2013		A		4,110		(4)	05/02/2022	Common Stock	4,110	$0	8,220	D

Explanation of Responses:

1. On May 2, 2012, the reporting person was granted an option to purchase 68,103 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 54,482 shares with the remaining 13,621 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 68,103 shares of common stock subject to this option award, resulting in vesting of the option as to 54,482 shares and an additional 13,621 shares eligible to vest on May 28, 2013.

2. On May 2, 2012, the reporting person was granted an option to purchase 8,838 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 7,070 shares with the remaining 1,768 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 8,838 shares of common stock subject to this option award, resulting in vesting of the option as to 7,070 shares and an additional 1,768 shares eligible to vest on May 28, 2013.

3. On May 2, 2012 the reporting person was granted an option to purchase 31,675 shares of common stock. The option vests based upon time (40% on May 2, 2014 and thereafter, as to the remaining 60%, three equal annual installments beginning on May 2, 2015) 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 31,675 shares of common stock subject to this option award, resulting in the option becoming eligible to vest as to 40% of the underlying shares on May 2, 2014 and thereafter, as to the remaining 60% of the underlying shares, in three equal annual installments beginning on May 2, 2015.

4. On May 2, 2012 the reporting person was granted an option to purchase 4,110 shares of common stock. The option vests based upon time (40% on May 2, 2014 and thereafter, as to the remaining 60%, three equal annual installments beginning on May 2, 2015) 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 4,110 shares of common stock subject to this option award, resulting in the option becoming eligible to vest as to 40% of the underlying shares on May 2, 2014 and thereafter, as to the remaining 60% of the underlying shares, in three equal annual installments beginning on May 2, 2015.

	/s/ John Casagrande, as attorney in fact for Danry Henry, Sr.	02/01/2013
	** 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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