Sec Form 3 Filing - Dozier Michael Joe @ BrightView Holdings, Inc. - 2019-10-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Dozier Michael Joe 2. Issuer Name and Ticker or Trading Symbol BrightView Holdings, Inc. [ BV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Evergreen East (Last) (First) (Middle) 980 JOLLY ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2019 (Street) BLUE BELL, PA19422 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 62,904 ( 1 ) 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 ( 2 ) 06/27/2028 Common Stock 85,529 D Stock Options (Right to Buy) $ 22 ( 3 ) 06/27/2028 Common Stock 16,853 D Stock Options (Right to Buy) $ 22 ( 4 ) 06/27/2028 Common Stock 26,293 D Stock Options (Right to Buy) $ 22 ( 5 ) 06/27/2028 Common Stock 7,415 D Stock Options (Right to Buy) $ 13.49 ( 6 ) 11/28/2028 Common Stock 36,630 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dozier Michael Joe 980 JOLLY ROAD SUITE 300 BLUE BELL, PA19422 President, Evergreen East Signatures /s/ Jonathan M. Gottsegen, as Attorney-in-Fact 10/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes unvested shares of restricted stock. Does not include unvested performance shares which will be reported when earned upon achievement of certain performance criteria. ( 2 )Represents time-based options of which 25% are vested. The remaining 75% will vest in three equal annual installments beginning on June 27, 2020. ( 3 )Represents options that vested upon the achievement of certain performance criteria. These options are fully vested and exercisable. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria ( 4 )Represents time-based options of which 19,551 are vested. The remaining 6,742 will vest on November 24, 2019. ( 5 )Represents time-based options that are fully vested and exercisable. ( 6 )Represents a grant of time-based options that vests in four equal annual installments beginning on November 28, 2019.

Remarks: Title: President, Evergreen EastExhibit List: Exhibit 24 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.