Sec Form 3 Filing - Freund Fred @ BrightView Holdings, Inc. - 2022-12-14

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 Freund Fred 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 West (Last) (First) (Middle) C/O BRIGHTVIEW HOLDINGS, INC., 980 JOLLY ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2022 (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 14,440( 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 9,304 D Stock Options (Right to Buy) $ 13.49 ( 3 ) 11/28/2028 Common Stock 6,000 D Stock Options (Right to Buy) $ 16.86 ( 4 ) 06/03/2029 Common Stock 4,000 D Stock Options (Right to Buy) $ 16.89 ( 5 ) 11/22/2029 Common Stock 8,345 D Stock Options (Right to Buy) $ 13.78 ( 6 ) 11/19/2030 Common Stock 10,524 D Stock Options (Right to Buy) $ 15.04 ( 7 ) 11/18/2031 Common Stock 17,810 D Restricted Stock Units ( 9 ) ( 8 ) ( 8 ) Common Stock 500 D Restricted Stock Units ( 9 ) ( 10 ) ( 10 ) Common Stock 900 D Restricted Stock Units ( 9 ) ( 11 ) ( 11 ) Common Stock 2,694 D Restricted Stock Units ( 9 ) ( 12 ) ( 12 ) Common Stock 4,500 D Restricted Stock Units ( 9 ) ( 13 ) ( 13 ) Common Stock 6,078 D Restricted Stock Units ( 9 ) ( 14 ) ( 14 ) Common Stock 88,607 D Restricted Stock Units ( 9 ) ( 15 ) ( 15 ) Common Stock 3,342 D Restricted Stock Units ( 9 ) ( 16 ) ( 16 ) Common Stock 26,737 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freund Fred C/O BRIGHTVIEW HOLDINGS, INC. 980 JOLLY ROAD, SUITE 300 BLUE BELL, PA19422 President - Evergreen West Signatures Jonathan M. Gottsegen, Power of Attorney 12/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of common stock acquired under the Issuer's employee stock purchase plan and unvested shares of restricted stock. Does not include unvested performance shares which will be reported upon achievement of certain performance criteria. ( 2 )Consists of 8,577 time and performance-based options that are full vested and exercisable and 727 time-based options that will vest on December 12, 2022. ( 3 )Represents grant of time-based options which are fully vested. ( 4 )Represents a grant of time-based options of which 75% are vested. The remaining 25% will vest on June 3, 2023. ( 5 )Represents grant of time-based options of which 75% are vested. The remaining 25% will vest on November 22, 2023. ( 6 )Represents a grant of time-based options of which 50% are vested. The remaining 50% will vest in two equal annual installments beginning on November 19, 2023. ( 7 )Represents a grant of time-based options of which 25% are vested. The remaining 75% will vest in three equal annual installments beginning on November 18, 2023. ( 8 )Represents grant of time-based restricted stock units that vest on June 3, 2023. ( 9 )Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units will be settled in either common stock or cash (or a combination thereof). ( 10 )Represents grant of time-based restricted stock units that vest on November 22, 2023. ( 11 )Represents grant of time-based restricted stock units that vest in two equal annual installments beginning on November 19, 2023. ( 12 )Represents grant of time-based restricted stock units that vest in three equal annual installments beginning on May 19, 2023. ( 13 )Represents grant of time-based restricted stock units that vest in three equal annual installments beginning on November 18, 2023. ( 14 )Represents grant of time-based restricted stock units that vest on September 29, 2025. ( 15 )Represents grant of time-based restricted stock units that vest on November 18, 2023. ( 16 )Represents grant of time-based restricted stock units that vest in four equal annual installments beginning on November 18, 2023.

Remarks: 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).

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