Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Berman Mandy
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016
3. Issuer Name and Ticker or Trading Symbol
BRIGHT HORIZONS FAMILY SOLUTIONS INC. [BFAM]
(Last)
(First)
(Middle)
C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC, 200 TALCOTT AVENUE SOUTH
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
EVP & CAO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WATERTOWN, MA 02472
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 37,900 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock   (2) 10/11/2021 Common Stock 1,260 $ 12 D  
Option to Purchase Common Stock   (3) 10/11/2021 Common Stock 9,714 $ 14.54 D  
Option to Purchase Common Stock   (4) 05/02/2022 Common Stock 7,320 $ 14.54 D  
Option to Purchase Common Stock   (5) 05/02/2022 Common Stock 950 $ 12 D  
Option to Purchase Common Stock   (6) 01/12/2022 Common Stock 9,400 $ 47.35 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berman Mandy
C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC
200 TALCOTT AVENUE SOUTH
WATERTOWN, MA 02472
      EVP & CAO  

Signatures

/s/ Mandy Berman 01/08/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents 31,100 shares of restricted stock that vests 100% on January 6, 2017 and 6,800 shares of restricted stock that vests 100% on January 12, 2018.
(2) On October 11, 2011, the reporting person received an option to purchase 3,150 shares of common stock of which 1,260 remains unexercised. Currently 630 shares are vested and the remaining 630 shares will be eligible to vest on October 11, 2016.
(3) On October 11, 2011, the reporting person received an option to purchase 24,284 shares of common stock of which 9,714 remains unexercised. Currently 4,856 shares are vested and the remaining 4,858 shares will be eligible to vest on October 11, 2016.
(4) On May 2, 2012, the reporting person received an option to purchase 18,300 shares of common stock of which 7,320 remain unexercised. On May 2, 2016, 3,660 shares will be eligible to vest and the remaining 3,660 shares will be eligible to vest on May 2, 2017.
(5) On May 2, 2012, the reporting person received an option to purchase 2,374 shares of common stock of which 950 remain unexercised. On May 2, 2016, 474 shares will be eligible to vest and the remaining 476 shares will be eligible to vest on May 2, 2017.
(6) The option is eligible to vest as to 60% of the underlying shares on January 12, 2018 and thereafter, as to the remaining 40% of underlying shares, in two equal annual installments beginning on January 12, 2019.
 
Remarks:
Exhibit 24 - Power of Attorney

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