Sec Form 4 Filing - Mantle Ridge LP @ Aramark - 2019-10-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Mantle Ridge LP
2. Issuer Name and Ticker or Trading Symbol
Aramark [ ARMK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by deputization
(Last) (First) (Middle)
712 FIFTH AVENUE, SUITE 17F
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2019
(Street)
NEW YORK, NY10019
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 10/07/2019 C 572,000 A $ 31.25 2,968,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 3,249,000 A $ 28.74 6,217,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 1,125,000 A $ 30.39 7,342,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 470,000 A $ 31 7,812,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 1,573,000 A $ 34.8 9,385,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 2,057,000 A $ 36.94 11,442,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 2,889,000 A $ 37.3 14,331,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 3,096,000 A $ 37.71 17,427,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 2,025,000 A $ 38.04 19,452,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 2,011,000 A $ 37.86 21,463,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 183,038 A $ 31.75 21,646,038 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 468,064 A $ 32.7 22,114,102 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 949,420 A $ 34.36 23,063,522 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 455,561 A $ 35.14 23,519,083 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 240,498 A $ 34.59 23,759,581 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 126,950 A $ 35.16 23,886,531 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 10/07/2019 C 210,634 A $ 35.48 24,097,165 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 31.25 10/07/2019 C 1 05/06/2019 06/06/2022 Common Stock 572,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 28.74 10/07/2019 C 1 05/07/2019 06/07/2022 Common Stock 3,249,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 30.39 10/07/2019 C 1 05/08/2019 06/08/2022 Common Stock 1,125,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 31 10/07/2019 C 1 05/13/2019 06/13/2022 Common Stock 470,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 34.8 10/07/2019 C 1 08/05/2019 09/06/2022 Common Stock 1,573,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mantle Ridge LP
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY10019
Director by deputization
MR BridgeStone Advisor LLC
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY10019
Director by deputization
Hilal Paul C
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY10019
X
Signatures
MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 10/09/2019
Signature of Reporting Person Date
MR BridgeStone Advisor LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 10/09/2019
Signature of Reporting Person Date
/s/ Paul C. Hilal, Paul C. Hilal 10/09/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share.
( 2 )MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").
( 3 )MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
( 4 )Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
( 5 )Certain of the Mantle Ridge Funds were party to forwards which were physically settled (the "Physically Settled Forward Agreements") having an average net purchase price of $34.95 per share. On the applicable valuation date, the counterparty delivered to Mantle Ridge Fund a number of shares equal to the number of shares of Common Stock referenced in such Physically Settled Forward Agreement, in exchange for cash equal to the then-applicable forward price plus a financing amount. Such Mantle Ridge Fund elected to exercise the Physically Settled Forward Agreement early, thus the valuation date occurred on such early exercise date.

Remarks:
Multiple Forms Filed, 1 of 2

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).

Note: File three copies of this Form, one of which must b e manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.