Birch-OR Equity Holdings, LLC - Aug 28, 2023 Form 3 Insider Report for BrightView Holdings, Inc. (BV)

Role: Director, 10%+ Owner
Signature: BIRCH-OR EQUITY HOLDINGS, LLC, By: /s/ Tony W. Lee, Secretary and Treasurer
Stock symbol: BV
Transactions as of: Aug 28, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/6/2023, 04:33 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BV	Series A Convertible Preferred Stock							Aug 28, 2023	Common Stock	53M	$9.44	See Footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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").
F3	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.
F4	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.