Sec Form 4 Filing - Mantle Ridge LP @ Aramark - 2020-03-11

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)
03/11/2020
(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
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
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 654,176 10/09/2019 10/09/2024 Common Stock 654,176 ( 7 ) 211,824 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 272,787 07/01/2019 07/01/2024 Common Stock 272,787 ( 7 ) 16,213 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 124,414 10/09/2019 10/09/2024 Common Stock 124,414 ( 7 ) 40,286 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 329,050 10/04/2019 10/08/2024 Common Stock 329,050 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 910,439 09/30/2019 10/02/2024 Common Stock 910,439 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 42,302 10/09/2019 10/09/2024 Common Stock 42,302 ( 7 ) 13,698 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 308,655 06/27/2019 06/27/2024 Common Stock 308,655 ( 7 ) 18,345 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 562,502 10/03/2019 10/07/2024 Common Stock 562,502 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 1,509,580 09/30/2019 10/02/2024 Common Stock 1,509,580 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 689,936 09/30/2019 10/02/2024 689,936 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 404,630 09/23/2019 09/25/2024 Common Stock 404,630 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 923,000 09/23/2019 09/25/2024 Common Stock 923,000 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 1,132,000 09/16/2019 09/18/2024 Common Stock 1,132,000 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 561,000 09/20/2019 09/24/2024 Common Stock 561,000 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 767,000 09/17/2019 09/19/2024 Common Stock 767,000 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 262,962 09/30/2019 10/02/2024 Common Stock 262,962 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 124,000 09/24/2019 09/26/2024 Common Stock 124,000 ( 7 ) 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Cash Settled Forward Contracts ( 5 ) ( 6 ) $ 26.01 ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 5 )( 6 ) 1,027,000 09/23/2019 09/25/2024 Common Stock 1,027,000 ( 7 ) 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 03/13/2020
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 03/13/2020
Signature of Reporting Person Date
/s/ Paul C. Hilal, Paul C. Hilal 03/13/2020
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 Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
( 5 )On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions.
( 6 )Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment.
( 7 )Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above.

Remarks:
Form 2 of 4

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