Identity and Background

The information in Item 2 is hereby amended as follows:

(a)           This Statement is being filed by JH Partners, LLC, a Delaware limited liability company (“JHP”), JH MDB Investors, L.P., a Delaware limited partnership (“JH MDB”) and JH Capital Partners IV, LP, a California limited partnership (“JHCP IV”) and JH Investment Management, LLC, a Delaware limited liability company. (“JHIM”).  JHP, JH MDB, JHCP IV, JHIM (collectively, the “Reporting Persons”) are filing this statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and not as separate persons.

John C. Hansen is President of JHP, and Mr. Hansen and Michael J. John hold voting membership interests in JHP. James G. Williamson is the Chief Financial Officer of JHP.

The General Partner of JH MDB is JHMD Beauty, GP, LLC, and Mr. Hansen is the Manager, and Mr. Hansen and Mr. John hold the voting membership interests in JHMD Beauty, GP, LLC.

The General Partner of JHCP IV is Williamson GP, Inc.  Mr. Williamson is the President and sole director of Williamson GP, Inc.

Mr. Hansen is the Manager of JHIM, and Mr. Hansen and Mr. John hold voting membership interests in JHIM.

(b)           The address of the principal office of Mr. Williamson, Mr. Hansen and Mr. John and each Reporting Person is 451 Jackson Street, San Francisco, CA 94111.

(c)           The principal business of each of JHP, JH MDB, JHCP IV and JHIM is investment advising, making investments and managing assets. Mr. Hansen’s principal occupation is as President of JHP and Mr. John’s principal occupation is as senior partner of JHP.  Mr. Williamson’s principal occupation is as Chief Financial Officer of JHP.

Mr. Hansen and Mr. John also serve as members of the Issuer’s Board of Directors.  They were initially elected to the Board as designees of JHP and JH MDB pursuant to the Stockholders Agreement dated June 10, 2004, as amended to date.  However, upon the consummation of the initial public offering (“IPO”), the provisions in the Stockholders Agreement giving certain stockholders the right to designate directors to the Issuer’s board of directors terminated.  Mr. John is a member of Class II of Board of Directors, and his term ends at the annual meeting of stockholders to be held in 2008.  Mr. Hansen is a member of Class III of the Board of Directors, and his term ends at the annual meeting of stockholders to be held in 2009.

(d)           During the last five years, none of the Reporting Persons, Mr. John, Mr. Hansen nor Mr. Williamson has been convicted in any criminal proceeding (excluding traffic violations and other similar misdemeanors).

(e)           During the last five years, none of the Reporting Persons, Mr. John, Mr. Hansen nor Mr. Williamson has been a party to any civil proceeding of a judicial or administrative body of

competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)            Mr. Hansen and Mr. John are United States citizens.  Mr. Williamson is a resident alien of the United States.

Source and Amount of Funds or Other Consideration

The information in Item 3 is hereby amended to add the following:

JH Investment Management, LLC received 179,072 shares in a pro rata distribution from JH Investment Partners, LP to its partners for no additional consideration on November 5, 2007. JH Investment Partners, LP had received these shares in a pro rata distribution from JH MDB to its partners for no additional consideration on November 5, 2007.

Interest in Securities of the Issuer

The information in Item 5(a), (b) and (e) is hereby amended as follows:

(a)-(b) JHP has the sole voting and dispositive power with respect to 108,637 shares of Common Stock, approximately 0.1% of the issued and outstanding shares of Common Stock, based on 91,132,738 shares of Common Stock of Bare Escentuals, Inc. outstanding as of November 9, 2007, as reported by Bare Escentuals, Inc. in its 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.

JH MDB has the sole voting and dispositive power with respect to 1 share of Common Stock, approximately 0.0% of the issued and outstanding shares of Common Stock, based on 91,132,738 shares of Common Stock of Bare Escentuals, Inc. outstanding as of November 9, 2007, as reported by Bare Escentuals, Inc. in its 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.

JHCP IV has the sole voting and dispositive power with respect to 80,272 shares of Common Stock, approximately 0.1% of the issued and outstanding shares of Common Stock, based on 91,132,738 shares of Common Stock of Bare Escentuals, Inc. outstanding as of November 9, 2007, as reported by Bare Escentuals, Inc. in its 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.

JHIM has the sole voting and dispositive power with respect to 179,072 shares of Common Stock, approximately 0.2% of the issued and outstanding shares of Common Stock, based on 179,072 shares of Common Stock of Bare Escentuals, Inc. outstanding as of November 9, 2007, as reported by Bare Escentuals, Inc. in its 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.

(e) On November 5, 2007, JHP ceased to be the beneficial owner of more than five percent of the class of securities.