Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 3)*
BrightView Holdings, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 Per Share
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(Title of Class of Securities)
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10948C107
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(CUSIP Number)
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March 13, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
CUSIP NO.
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10948C107
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☒ | ||||
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON*
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PN
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CUSIP NO.
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10948C107
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1
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NAMES OF REPORTING PERSONS
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MSD Valley Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☒ | ||||
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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[
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON*
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PN
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CUSIP NO.
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10948C107
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Item 1(a)
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Name of Issuer:
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The name of the issuer is BrightView Holdings, Inc. (the “Company”)
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The Company's principal executive office is located at 980 Jolly Road, Blue Bell, Pennsylvania, 19422.
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Item 2(a)
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Name of Person Filing:
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This Amendment No. 3 to Schedule 13G ("Amendment No. 3") is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD
Valley Investments, LLC ("MSD Valley Investments"). MSD Valley Investments is the direct owner of the securities covered by this statement.
MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by MSD Valley Investments. MSD Partners (GP), LLC ("MSD GP") is the
general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of, and may be deemed to beneficially own securities beneficially
owned by, MSD GP.
The Reporting Persons have entered into a Joint Filing Agreement, dated March 17, 2022, a copy of which is filed with this Amendment No. 3 as Exhibit 99.1, 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.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of MSD Partners and MSD Valley Investments is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
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Item 2(c) | Citizenship: |
MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Valley Investments is organized as a limited liability company under the laws of the State of Delaware. | |
Item 2(d)
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Title of Class of Securities:
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Common Stock, $0.01 par value per share (“Common Stock”).
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Item 2(e)
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CUSIP No.:
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10948C107
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Not applicable.
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Item 4
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Ownership:
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A.
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MSD Partners, L.P.
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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B.
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MSD Valley Investments, LLC |
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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C.
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MSD Partners (GP), LLC
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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D.
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John C. Phelan
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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E.
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Marc R. Lisker
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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F.
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Brendan Rogers
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(a)
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Amount beneficially owned: -0-
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: -0-
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to
Schedule 13G is true, complete and correct.
Date: March 17, 2022
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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A0;
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Valley Investments, LLC
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By:
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MSD Partners, L.P.
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Its:
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Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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EXHIBIT INDEX
Exhibit
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Description of Exhibit
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Joint Filing Agreement dated March 17, 2022
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AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: March 17, 2022
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Valley Investments, LLC
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By:
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MSD Partners, L.P.
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Its:
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Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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