Statement of Changes of Beneficial Ownership

FORM 4 [ ] 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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* FIFTH BERKSHIRE ASSOCIATES LLC	2. Issuer Name and Ticker or Trading Symbol BARE ESCENTUALS INC [ BARE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC, 200 CLARENDON STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 8/4/2009
(Street) BOSTON, MA 02116 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	8/4/2009		J ⁽¹⁾		1818180	D	$7.966 ⁽²⁾	6300566	I	See Footnote ⁽³⁾
Common Stock	8/4/2009		J ⁽¹⁾		1978712	D	$7.966 ⁽²⁾	6856860	I	See Footnote ⁽⁴⁾
Common Stock	8/4/2009		J ⁽¹⁾		203108	D	$7.966 ⁽²⁾	703833	D ⁽⁵⁾
Common Stock	8/4/2009		J ⁽⁶⁾		175398	A	$7.966 ⁽²⁾	489164	D ⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	On August 4, 2009, Berkshire Fund V, Limited Partnership ("Fund V"), Berkshire Fund VI, Limited Partnership ("Fund VI"), and Berkshire Investors LLC ("Investors") distributed a total of 4,000,000 shares of common stock of the Issuer (the "Common Stock") pro rata to the partners and members of Fund V, Fund VI and Investors, of which 1,818,180 were directly held by Fund V, 1,978,712 were directly held by Fund VI, and 203,108 were directly held by Investors.
( 2)	The price listed in the table above is the designated price per share distributed in the pro rata distribution pursuant to the governing documents of Fund V, Fund VI and Investors. No consideration was paid to Fund V, Fund VI, or Investors in connection with the distribution.
( 3)	Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Fund V, may be deemed to share voting and dispositive power with respect to the 6,300,566 shares of common stock directly held by Fund V. FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.
( 4)	Sixth Berkshire Associates LLC ("SBA"), as the sole general partner of Fund VI may be deemed to share voting and dispositive power with respect to the 6,856,860 shares of common stock directly held by Fund VI. SBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.
( 5)	Investors directly holds 703,833 shares of common stock and may be deemed to be, but does not admit to be, a member of a "group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Exchange Act".
( 6)	On August 4, 2009, Berkshire Partners LLC ("Partners"), received 175,398 shares of Common Stock from a pro rata distribution by Fund VI . Partners directly holds 489,164 shares of common stock and may be deemed to be, but does not admit to be, a member of a "group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Exchange Act".

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FIFTH BERKSHIRE ASSOCIATES LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BERKSHIRE FUND V L P C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
Sixth Berkshire Associates LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BERKSHIRE FUND VI LTD PARTNERSHIP C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
BERKSHIRE INVESTORS LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
Berkshire Partners LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET BOSTON, MA 02116		X

Signatures
/s/ Bradley M. Bloom, Managing Director		8/4/2009
^** Signature of Reporting Person		Date
/s/ Bradley M. Bloom, Managing Director of Fifth Berkshire Associates LLC, the General Partner of Berkshire Fund V, Limited Partnership		8/4/2009
^** Signature of Reporting Person		Date
/s/ Bradley M. Bloom, Managing Director		8/4/2009
^** Signature of Reporting Person		Date
/s/ Bradley M. Bloom, Managing Director of Sixth Berkshire Associates LLC, the General Partner of Berkshire Fund VI, Limited Partnership		8/4/2009
^** Signature of Reporting Person		Date
/s/ Bradley M. Bloom, Managing Director		8/4/2009
^** Signature of Reporting Person		Date
/s/ Bradley M. Bloom, Managing Director		8/4/2009
^** 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 4(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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