Sec Form 4 Filing - Masterman Andrew @ BrightView Holdings, Inc. - 2018-06-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Masterman Andrew 2. Issuer Name and Ticker or Trading Symbol BrightView Holdings, Inc. [ BV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BRIGHTVIEW HOLDINGS, INC.,, 401 PLYMOUTH ROAD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2018 (Street) PLYMOUTH MEETING, PA19462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/27/2018 A( 1 ) 382,826 ( 2 ) A 382,826 ( 3 ) D Common Stock 11/28/2018 A( 4 ) 33,486 A $ 0 416,312 ( 3 ) D Common Stock 11/28/2018 A( 5 ) 101,920 A $ 0 518,232 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to Buy) $ 22 06/27/2018 A( 1 ) 649,999 ( 6 ) 06/27/2028 Common Stock 649,999 $ 0 649,999 D Stock Options (Right to Buy) $ 22 06/27/2018 A( 1 ) 22,727 ( 7 ) 06/27/2028 Common Stock 22,727 ( 1 ) 22,727 D Stock Options (Right to Buy) $ 22 06/27/2018 A( 1 ) 129,999 ( 8 ) 06/27/2028 Common Stock 129,999 ( 1 ) 129,999 ( 9 ) D Stock Options (Right to Buy) $ 22 11/28/2018 A( 10 ) 107,636 ( 8 ) 06/27/2028 Common Stock 107,636 $ 0 237,635 ( 9 ) D Stock Options (Right to Buy) $ 13.49 11/28/2018 A 236,490 ( 11 ) 11/28/2028 Common Stock 236,490 $ 0 236,490 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Masterman Andrew C/O BRIGHTVIEW HOLDINGS, INC., 401 PLYMOUTH ROAD, SUITE 500 PLYMOUTH MEETING, PA19462 X Chief Executive Officer Signatures /s/ Jonathan M. Gottsegen, as Attorney-in-Fact 11/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were acquired in connection with the reclassification of interests of BrightView Parent L.P. prior to the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-225277)) and were included in the Reporting Person's Form 3 filed on June 28, 2018. ( 2 )Includes unvested shares of restricted stock. ( 3 )Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria. ( 4 )Represents common stock of the Issuer acquired upon settlement of performance-based restricted stock unit awards previously granted to the Reporting Person. ( 5 )Represents a grant of time-based restricted stock that vests as follows: 10% vests on November 28, 2019, 20% vests on November 28, 2020, 30% vests on November 28, 2021 and 40% vests on November 28, 2022. ( 6 )Represents time-based options of which 20% are vested. The remaining 80% will vest in four equal annual installments beginning on December 22, 2018. ( 7 )Represents time-based options that vest in five equal installments beginning on February 21, 2019. ( 8 )Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable. ( 9 )Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria. ( 10 )Represents options acquired upon settlement of performance-based stock option awards previously granted to the Reporting Person. ( 11 )Represents a grant of time-based options that vest as follows: 10% vests on November 28, 2019, 20% vests on November 28, 2020, 30% vests on November 28, 2021 and 40% vests on November 28, 2022.

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).

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