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Ownership Document
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| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 11/24/15 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1437578 |
| Issuer Name: BRIGHT HORIZONS FAMILY SOLUTIONS INC. |
| Issuer Trading Symbol: BFAM |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1040508 |
| | Owner Name: BAIN CAPITAL INVESTORS LLC |
| Reporting Owner Address: |
| | Owner Street 1: JOHN HANCOCK TOWER |
| | Owner Street 2: 200 CLARENDON STREET |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1417662 |
| | Owner Name: Bain Capital Fund X LP |
| Reporting Owner Address: |
| | Owner Street 1: JOHN HANCOCK TOWER |
| | Owner Street 2: 200 CLARENDON STREET |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1525871 |
| | Owner Name: Bain Capital Partners X, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: JOHN HANCOCK TOWER |
| | Owner Street 2: 200 CLARENDON STREET |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/24/15 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,359,422 |
| | | Transaction Price Per Share: |
| Value: 63.25 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 16,506,270 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Footnotes: |
| Footnote - F1: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners X, L.P. ("BCP X"), which is the sole general partner of Bain Capital Fund X, L.P. ("Fund X"). As a result, each of BCI and BCP X may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund X. Each of BCI and BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, Fund X sold 3,320,615 shares of Common Stock. Following such sale, Fund X held 16,315,603 shares of Common Stock. |
| Footnote - F2: BCI is also the managing partner of BCIP Associates III ("BCIPA III"), which is the manager of BCIP Associates III, LLC ("BCIP III"). As a result, each of BCI and BCIPA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III. Each of BCI and BCIPA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, BCIP III sold 22,086 shares of Common Stock. Following such sale, BCIP III held 114,533 shares of Common Stock. |
| Footnote - F3: BCI is also the managing partner of BCIP Associates III-B ("BCIPA III-B"), which is the manager of BCIP Associates III-B, LLC ("BCIP III-B"). As a result, each of BCI and BCIPA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B. Each of BCI and BCIPA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, BCIP III-B sold 4,567 shares of Common Stock. Following such sale, BCIP III-B held 20,793 shares of Common Stock. |
| Footnote - F4: BCI is also the managing partner of BCIP Trust Associates III ("BCIPTA III"), which is the manager of BCIP T Associates III, LLC ("BCIPT III"). As a result, each of BCI and BCIPTA III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III. Each of BCI and BCIPTA III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, BCIPT III sold 10,923 shares of Common Stock. Following such sale, BCIPT III held 49,732 shares of Common Stock. |
| Footnote - F5: BCI is also the managing partner of BCIP Trust Associates III-B ("BCIPTA III-B"), which is the manager of BCIP T Associates III-B, LLC ("BCIPT III-B"). As a result, each of BCI and BCIPTA III-B may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIPT III-B. Each of BCI and BCIPTA III-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, BCIPT III-B sold 756 shares of Common Stock. Following such sale, BCIPT III-B held 3,444 shares of Common Stock. |
| Footnote - F6: BCI is also the managing partner of BCIP Associates-G ("BCIP G"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 24, 2015, BCIP-G sold 475 shares of Common Stock. Following such sale, BCIP-G held 2,165 shares of Common Stock. |
| Remarks: Form 2 of 2 |
| Owner Signature: |
| Signature Name: /s/ Joshua Bekenstein |
| Signature Date: 11/25/15 |
