Aramark Form 4 / Paul C Hilal ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			20,000	08/15/2019	08/15/2024	Common Stock	20,000	$0.00⁽⁵⁾⁽⁶⁾	1,203,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			5,500	08/16/2019	08/16/2024	Common Stock	5,500	$0.00⁽⁵⁾⁽⁶⁾	46,500	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			24,860	07/26/2019	07/26/2024	Common Stock	24,860	$0.00⁽⁵⁾⁽⁶⁾	159,140	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			24,589	07/30/2019	07/30/2024	Common Stock	24,589	$0.00⁽⁵⁾⁽⁶⁾	157,411	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			41,459	07/29/2019	07/29/2024	Common Stock	41,459	$0.00⁽⁵⁾⁽⁶⁾	265,541	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			63,491	07/25/2019	07/25/2024	Common Stock	63,491	$0.00⁽⁵⁾⁽⁶⁾	406,509	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			75,456	07/11/2019	07/11/2024	Common Stock	75,456	$0.00⁽⁵⁾⁽⁶⁾	482,684	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			41,901	07/24/2019	07/24/2024	Common Stock	41,901	$0.00⁽⁵⁾⁽⁶⁾	268,099	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			60,534	07/12/2019	07/12/2024	Common Stock	60,534	$0.00⁽⁵⁾⁽⁶⁾	387,466	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			58,880	07/31/2019	07/31/2024	Common Stock	58,880	$0.00⁽⁵⁾⁽⁶⁾	377,120	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			64,863	07/15/2019	07/15/2024	Common Stock	64,863	$0.00⁽⁵⁾⁽⁶⁾	415,137	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			42,760	07/10/2019	07/10/2024	Common Stock	42,760	$0.00⁽⁵⁾⁽⁶⁾	687,240	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			38,137	07/18/2019	07/18/2024	Common Stock	38,137	$0.00⁽⁵⁾⁽⁶⁾	243,863	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			13,240	07/08/2019	07/08/2024	Common Stock	13,240	$0.00⁽⁵⁾⁽⁶⁾	222,760	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			76,947	07/17/2019	07/17/2024	Common Stock	76,947	$0.00⁽⁵⁾⁽⁶⁾	492,053	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			7,181	07/05/2019	07/05/2024	Common Stock	7,181	$0.00⁽⁵⁾⁽⁶⁾	120,819	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			68,390	07/16/2019	07/16/2024	Common Stock	68,390	$0.00⁽⁵⁾⁽⁶⁾	437,610	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			10,659	07/03/2019	07/03/2024	Common Stock	10,659	$0.00⁽⁵⁾⁽⁶⁾	179,341	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			66,524	07/19/2019	07/19/2024	Common Stock	66,524	$0.00⁽⁵⁾⁽⁶⁾	425,476	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			65,424	08/01/2019	08/01/2024	Common Stock	65,424	$0.00⁽⁵⁾⁽⁶⁾	418,576	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$41.12⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			39,205	07/23/2019	07/23/2024	Common Stock	39,205	$0.00⁽⁵⁾⁽⁶⁾	391,795	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$40.46⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			45,441	10/09/2019	10/09/2024	Common Stock	45,441	$0.00⁽⁵⁾⁽⁶⁾	852,559	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$40.46⁽⁹⁾	02/10/2020		J/K⁽⁵⁾⁽⁶⁾			29,559	07/09/2019	07/09/2024	Common Stock	29,559	$0.00⁽⁵⁾⁽⁶⁾	497,441	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MR BridgeStone Advisor LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hilal Paul C

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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. Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are 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 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.

6. (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement.

7. The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding.

8. (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so.

9. Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement.

Remarks:

	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	02/10/2020
	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	02/10/2020
	/s/ Paul C. Hilal, Paul C. Hilal	02/10/2020
	** Signature of Reporting Person	Date
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 be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Aramark (ARMK) Form 4Aramark / Paul C Hilal ownership change