Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ Aramark - 2015-05-27-04:00

Insider filing report for Changes in Beneficial Ownership
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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
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
GOLDMAN SACHS GROUP INC
2. Issuer Name and Ticker or Trading Symbol
Aramark [ ARMK]
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)
200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/27-04:00/2015
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.01 per share 05/27-04:00/2015 S 5,000,000 ( 2 ) D $ 31.47 ( 2 ) 8,735,978.1731 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK, NY10282
X
GS CAPITAL PARTNERS V FUND, L.P.
200 WEST STREET
NEW YORK, NY10282
X
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
200 WEST STREET
NEW YORK, NY10282
X
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
200 WEST STREET
NEW YORK, NY10282
X
GS CAPITAL PARTNERS V GMBH & CO. KG
200 WEST STREET
NEW YORK, NY10282
X
GSCP V ADVISORS, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
GSCP V OFFSHORE ADVISORS, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
GS ADVISORS V, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN, SACHS MANAGEMENT GP GMBH
200 WEST STREET
NEW YORK, NY10282
X
Signatures
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 05/29-04:00/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional"), GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore," and, together with GS Capital V, GS Germany V and GS V Institutional, the "Funds"). GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH and the Funds are defined collectively, as the "Reporting Persons".
( 2 )In connection with the public offering (the "Offering") of common stock, par value $0.01 per share (the "Common Stock") of Aramark (the "Company") by certain selling stockholders pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated May 21, 2015, the Funds, as selling stockholders, sold 5,000,000 shares of Common Stock of the Company at $31.47 per share.
( 3 )GS Group may be deemed to beneficially own 10,256.1731 shares of Common Stock pursuant to the ARAMARK Holdings Corporation 2013 Stock Incentive Plan (the "Plan"), consisting of 10,159 deferred stock units (the "Deferred Shares") granted to the Sanjeev K. Mehra, a managing director of Goldman Sachs, and 97.1731 dividend equivalent rights to Deferred Shares accrued to Mr. Mehra, each in his capacity as a director of the Company and pursuant to the Plan. The dividend equivalent rights vest on the same schedules as the underlying Deferred Shares. The Deferred Shares will vest on the day prior to the first annual stockholders' meeting of the Company occurring after the grant date, subject to continued service, and, if vested, will be settled in shares of Common Stock on the first day of the seventh month after the date of the Mr. Mehra's departure from the board. Mr. Mehra has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
( 4 )As of May 27, 2015, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 8,725,722 shares of Common Stock by reason of the direct beneficial ownership of such shares by the Funds because affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is the investment manager of certain of the Funds.
( 5 )As of May 27, 2015, GS Capital V may be deemed to beneficially own directly 4,594,616 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Advisors. GS V Offshore may be deemed to beneficially own directly 2,373,388 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Offshore Advisors. GS V Institutional may be deemed to beneficially own directly 1,575,560 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors V. GS Germany V may be deemed to beneficially own directly 182,158 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
( 6 )Each of the Reporting Persons and Mr. Mehra disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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