KKR Americas Fund XII Form 3 Initial statement of insider ownership

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2024

3. Issuer Name and Ticker or Trading Symbol
BrightSpring Health Services, Inc. [ BTSG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	81,339,986	I	See Footnotes⁽¹⁾⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Phoenix Aggregator GP LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Americas Fund XII L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Associates Americas XII L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Americas XII Ltd

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents securities held by KKR Phoenix Aggregator L.P. KKR Phoenix Aggregator GP LLC is the general partner of KKR Phoenix Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Phoenix Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3.

	KKR Phoenix Aggregator L.P. By: KKR Phoenix Aggregator GP LLC, its general partner, By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary	01/26/2024
	KKR Phoenix Aggregator GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary	01/26/2024
	KKR Americas Fund XII L.P. By: KKR Associates Americas XII L.P., its general partner, By: KKR Americas XII Limited, its general partner, By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary	01/26/2024
	KKR Associates Americas XII L.P. By: KKR Americas XII Limited, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary	01/26/2024
	KKR Americas XII Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary	01/26/2024
	** Signature of Reporting Person	Date
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 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).
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KKR Americas Fund XII Form 3Initial statement of insider ownership