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

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
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
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 ) $ 36.94 10/07/2019 C 1 08/06/2019 09/06/2022 Common Stock 2,057,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 37.3 10/07/2019 C 1 08/07/2019 09/07/2022 Common Stock 2,889,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 37.71 10/07/2019 C 1 08/08/2019 09/08/2022 Common Stock 3,096,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 38.04 10/07/2019 C 1 08/09/2019 09/09/2022 Common Stock 2,025,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 37.86 10/07/2019 C 1 08/12/2019 09/12/2022 Common Stock 2,011,000 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 31.75 10/07/2019 C 1 05/28/2019 06/28/2022 Common Stock 183,038 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 32.7 10/07/2019 C 1 05/29/2019 06/29/2022 Common Stock 468,064 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 34.36 10/07/2019 C 1 05/30/2019 06/30/2022 Common Stock 949,420 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 35.14 10/07/2019 C 1 05/31/2019 06/30/2022 Common Stock 455,561 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 34.59 10/07/2019 C 1 06/03/2019 07/05/2022 Common Stock 240,498 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 35.16 10/07/2019 C 1 06/04/2019 07/05/2022 Common Stock 126,950 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Physically Settled Forward Contracts(obligation to purchase) ( 5 ) $ 35.48 10/07/2019 C 1 06/05/2019 07/05/2022 Common Stock 210,634 ( 5 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.91 10/07/2019 J/K 1 06/05/2019 10/07/2019 Common Stock 677,366 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.89 10/07/2019 J/K 1 06/06/2019 10/07/2019 Common Stock 866,000 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.98 10/07/2019 J/K 1 06/07/2019 10/07/2019 Common Stock 898,000 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.89 10/07/2019 J/K 1 06/10/2019 10/10/2019 Common Stock 144,000 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.84 10/07/2019 J/K 1 06/11/2019 10/11/2019 Common Stock 164,700 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Option for Cash Settled Forward Contracts ( 6 ) $ 35.37 10/07/2019 J/K 1 06/12/2019 10/14/2019 Common Stock 56,000 ( 6 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.91 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 677,366 $ 17.69 ( 6 ) 1 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.89 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 866,000 $ 17.68 ( 6 ) 1 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.98 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 898,000 $ 17.72 ( 6 ) 1 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.89 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 144,000 $ 17.68 ( 6 ) 1 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.84 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 164,700 $ 17.66 ( 6 ) 1 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 7 ) $ 35.37 10/07/2019 J 1 10/09/2019 10/09/2024 Common Stock 56,000 $ 17.42 ( 6 ) 1 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 exercise date.
( 6 )Certain of the Mantle Ridge Funds were party to American-style call options on cash-settled forwards, (the "CSF Option Agreements"). Under the terms of the CSF Option Agreements, such Mantle Ridge Fund exercised an option and such Mantle Ridge Fund elected to settle such option for a net number of exercised forward agreements, upon paying the strike price. Such Mantle Ridge Fund and its counterparty were deemed to have entered into cash-settled forward transactions on terms substantially similar to those of the Cash Settled Forward Agreements (as defined below) referencing an aggregate number of shares of Common Stock equal to the number of options underlying the CSF Option Agreements. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment of such forward price as described in footnote 7.
( 7 )Pursuant to the transaction referenced in footnote 6, certain of the Mantle Ridge Funds are now party to cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date.

Remarks:
Multiple Forms Filed, 2 of 2

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