Sec Form 3 Filing - Birch-OR Equity Holdings, LLC @ BrightView Holdings, Inc. - 2023-08-28

FORM 3 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 Birch-OR Equity Holdings, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2023 (Street) NEW YORK, NY10111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series A Convertible Preferred Stock $ 9.44 ( 1 ) ( 1 ) Common Stock 52,966,100 I See Footnote ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address R elationships Director 10% Owner Officer Other Birch-OR Equity Holdings, LLC C/O ONE ROCK CAPITAL PARTNERS, LLC 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X Birch Equity Holdings, LP 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X Birch Equity Holdings GP, LLC 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X One Rock Capital Partners III, LP 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X One Rock Capital Partners III GP, LP 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X ORCP GP Professionals, LLC 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X Spielvogel Scott 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X Lee Tony W 45 ROCKEFELLER PLAZA, 39TH FLOOR NEW YORK, NY10111 X X Signatures BIRCH-OR EQUITY HOLDINGS, LLC, By: /s/ Tony W. Lee, Secretary and Treasurer 09/06/2023 Signature of Reporting Person Date BIRCH EQUITY HOLDINGS, LP, By: Birch Equity Holdings GP LLC, its general partner, By: ORCP GP Professionals, LLC, its sole member, By: /s/ Tony W. Lee, Managing Member 09/06/2023 Signature of Reporting Person Date BIRCH EQUITY HOLDINGS GP LLC, By: ORCP GP Professionals, LLC, its sole member, By: /s/ Tony W. Lee, Managing Member 09/06/2023 Signature of Reporting Person Date ONE ROCK CAPITAL PARTNERS III, LP, By: One Rock Capital Partners III GP, LP, its general partner, By: ORCP GP Professionals, LLC, its general partner, By: /s/ Tony W. Lee, Managing Member 09/06/2023 Signature of Reporting Person Date ONE ROCK CAPITAL PARTNERS III GP, LP, By: ORCP GP Professionals, LLC, its general partner, By: /s/ Tony W. Lee, Managing Member 09/06/2023 Signature of Reporting Person Date ORCP GP PROFESSIONALS, LLC, By: /s/ Tony W. Lee, Managing Member 09/06/2023 Signature of Reporting Person Date /s/ R. Scott Spielvogel 09/06/2023 Signature of Reporting Person Date /s/ Tony W. Lee 09/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Preferred Stock (the "Series A Preferred Stock") has no expiration date and is convertible, in whole or in part, at the option of the holders upon the later of (i) the expiration of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended and (ii) the twentieth (20th) calendar day following the mailing of a definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 to the holders of Common Stock into shares of Common Stock, subject to certain anti-dilution adjustments and provisions as set forth in the certificate of designations designating the Series A Preferred Stock. ( 2 )The amounts reported herein includes (i) 35,385,380 shares of Common Stock issuable upon conversion of 334,038 shares of Series A Preferred Stock held of record by Birch-OR Equity Holdings, LLC and (ii) 17,580,720 shares of Common Stock issuable upon conversion of 165,962 shares of Series A Preferred Stock held of record by Birch Equity Holdings, LP (together with Birch-OR Equity Holdings, LLC, the "Investors"). ( 3 )ORCP GP Professionals, LLC is the sole member of Birch Equity Holdings GP LLC, which is the general partner of Birch Equity Holdings, LP. ORCP GP Professionals, LLC is also the general partner of One Rock Capital Partners III GP, LP, which is the general partner of One Rock Capital Partners III, LP, which has the right to appoint a majority of the members of the board of managers of Birch-OR Equity Holdings, LLC. Mr. Spielvogel and Mr. Lee are the managing members of ORCP GP Professionals, LLC and have or share voting and investment discretion with respect to the securities held of record by the Investors. ( 4 )As a result of these relationships, each of the entities and individuals named herein may be deemed to have or share beneficial ownership of the securities held directly by the Investors. Each such person disclaims any such beneficial ownership of the securities owned by Birch-OR Equity Holdings, LLC and Birch Equity Holdings, LP, except to the extent of their pecuniary interest therein.

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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