Sec Form 4 Filing - DONOVAN TIMOTHY R @ Vestis Corp - 2023-10-02

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
DONOVAN TIMOTHY R
2. Issuer Name and Ticker or Trading Symbol
Vestis Corp [ VSTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CLO and General Counsel
(Last) (First) (Middle)
VESTIS CORPORATION, 500 COLONIAL CENTER PARKWAY, SUITE 140
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2023
(Street)
ROSWELL, GA30076
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 10/02/2023 A 8,957 ( 1 ) ( 2 ) ( 3 ) A 9,666 D
Common Stock, par value $0.01 per share 10/02/2023 A 12,290 ( 3 ) ( 4 ) A 21,956 D
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
Stock Option (Right to Buy) $ 18.25 ( 5 ) 10/02/2023 A 26,513 ( 5 ) 02/10/2032 Common Stock, par value $0.01 per share 26,513 $ 0 26,513 D
Stock Option (Right to Buy) $ 19.76 ( 6 ) 10/02/2023 A 21,595 ( 6 ) 11/17/2032 Common Stock, par value $0.01 per share 21,595 $ 0 21,595 D
Premium Stock Option (Right to Buy) $ 20.41 10/02/2023 A 48,000 ( 7 ) 10/02/2033 Common Stock, par value $0.01 per share 48,000 $ 0 48,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DONOVAN TIMOTHY R
VESTIS CORPORATION
500 COLONIAL CENTER PARKWAY, SUITE 140
ROSWELL, GA30076
EVP, CLO and General Counsel
Signatures
/s/ Timothy Donovan 10/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported herein are the result of the consummation on September 30, 2023 of the distribution of approximately 130,725,188 shares of common stock of Vestis Corporation ("Vestis") by Aramark ("Aramark") to holders of Aramark common stock on a pro rata basis (the "Spin-Off").
( 2 )Represents conversion of an award of restricted stock units granted by Aramark into restricted stock units with respect to Vestis common stock as a result of the Spin-Off, which will vest 50% on February 10, 2024 and 50% on February 10, 2025.
( 3 )Each restricted stock unit represents the right to receive, at settlement, one share of Vestis common stock.
( 4 )Represents conversion of an award of restricted stock units granted by Aramark into restricted stock units with respect to Vestis common stock as a result of the Spin-Off, which will vest 25% on November 17, 2023, 25% on November 17, 2024, 25% on November 17, 2025 and 25% on November 17, 2026.
( 5 )Represents conversion of an option to purchase Aramark common stock granted by Aramark into the option to purchase Vestis common stock as a result of the Spin-Off, of which 33.33% is fully vested, 33.33% vests on February 10, 2024, and 33.34% vests on February 10, 2025. The exercise price reflects the adjustments that occurred as of October 2, 2023 in connection with the Spin-Off as described in the registration statement on Form 10 filed with the SEC by Vestis.
( 6 )Represents conversion of an option to purchase Aramark common stock granted by Aramark into the option to purchase Vestis common stock as a result of the Spin-Off, of which 25% vests on November 17, 2023, 25% vests on November 17, 2024, 25% vests on November 17, 2025 and 25% vests on November 17, 2026. The exercise price reflects the adjustments that occurred as of October 2, 2023 in connection with the Spin-Off as described in the registration statement on Form 10 filed with the SEC by Vestis.
( 7 )Represents a premium price option to purchase shares of Vestis common stock, which vests on the third anniversary of the date of grant.

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