Sec Form 13G Filing - BC Brightness SPV LP filing for BRIGHT HORIZONS FAMILY SOLUTIONS INC. (BFAM) - 2019-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Bright Horizons Family Solutions Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

109194100

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a). Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Bright Horizons Family Solutions Inc. (the “Company”).

Item 1(b). Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 200 Talcott Avenue South, Watertown, Massachusetts 02472.

Item 2(a). Name of Person Filing

This statement is being filed on behalf of the following: (1) BC Brightness SPV, LP, a Delaware limited partnership (“BC SPV”), (2) BCIP Associates – G, a Delaware general partnership (“BCIP-G”), (3) BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III”), (4) BCIP T Associates III, LLC, a Delaware limited liability company (“BCIP T III”), (5) BCIP Associates III-B, LLC, a Delaware limited liability company (“BCIP III-B”) and (6) BCIP T Associates III-B, LLC, a Delaware limited liability company (“BCIP T III-B” and, together with BC SPV, BCIP-G, BCIP III, BCIP T III and BCIP III-B, the “Reporting Persons”).

Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is the sole member of BC Brightness SPV GP, LLC, a Delaware limited liability company (“BC SPV GP”), which is the sole general partner of BC SPV.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the managing partner of BCIP-G. Boylston is the managing partner of BCIP Associates III, a Cayman Islands exempted limited partnership (“Associates III”), which is the manager of BCIP III. Boylston is the managing partner of BCIP Trust Associates III, a Cayman Islands exempted limited partnership (“Trust Associates III”), which is the manager of BCIP T III. Boylston is the managing partner of BCIP Associates III-B, a Cayman Islands exempted limited partnership (“Associates III-B”), which is the manager of BCIP III-B. Boylston is the managing partner of BCIP Trust Associates III-B, a Cayman Islands exempted limited partnership (“Trust Associates III-B”), which is the manager of BCIP T III-B. BCI governs the investment strategy and decision-making process with respect to investments held by each of BCIP-G, BCIP III, BCIPT III, BCIP III-B and BCIPT III-B.

As a result of the relationships described above, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2019, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b). Address of Principal Business Office or, if none, Residence

The principal business address of each of the Reporting Persons, BCI, BC SPV GP, Boylston, Associates III, Trust Associates III, Associates III-B and Trust Associates III-B is 200 Clarendon Street, Boston, MA 02116.

Item 2(c). Citizenship

Each of BC SPV, BCIP-G, BCIP III, BCIP T III, BCIP III-B, BCIP T III-B, Boylston, BCI and BC SPV GP is organized under the laws of the State of Delaware. Each of Associates III, Trust Associates III, Associates III-B and Trust Associates III-B is organized under the laws of the Cayman Islands.