Mantle Ridge Form 3 Aramark / Paul C Hilal ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
10/06/2019

3. Issuer Name and Ticker or Trading Symbol
Aramark [ ARMK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Director by deputization

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,396,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/06/2019	06/06/2022	Common Stock	572,000	31.25	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/07/2019	06/07/2022	Common Stock	3,249,000	28.74	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/08/2019	06/08/2022	Common Stock	1,125,000	30.39	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/13/2019	06/13/2022	Common Stock	470,000	31	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/28/2019	06/28/2022	Common Stock	183,038	31.75	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/29/2019	06/29/2022	Common Stock	468,064	32.7	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/30/2019	06/30/2022	Common Stock	949,420	34.36	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	05/31/2019	06/30/2022	Common Stock	455,561	35.14	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	06/03/2019	07/05/2022	Common Stock	240,498	34.59	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	06/04/2019	07/05/2022	Common Stock	126,950	35.16	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	06/05/2019	07/05/2022	Common Stock	210,634	35.48	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/05/2019	09/06/2022	Common Stock	1,573,000	34.8	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/06/2019	09/06/2022	Common Stock	2,057,000	36.94	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/07/2019	09/07/2022	Common Stock	2,889,000	37.3	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/08/2019	09/08/2022	Common Stock	3,096,000	37.71	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/09/2019	09/09/2022	Common Stock	2,025,000	38.04	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾⁽⁶⁾	08/12/2019	09/12/2022	Common Stock	2,011,000	37.86	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	06/27/2019	06/27/2024	Common Stock	327,000	35.03	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	06/28/2019	06/28/2024	Common Stock	730,000	35.79	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	07/01/2019	07/01/2024	Common Stock	289,000	35.67	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	07/02/2019	07/02/2024	Common Stock	256,000	35.8	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	07/03/2019	07/03/2024	Common Stock	190,000	36.06	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁷⁾	07/05/2019	07/05/2024	Common Stock	128,000	36.08	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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 3 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 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 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 are party to forwards which may be physically settled (the "Physically Settled Forward Agreements") having an average net purchase price of $34.95 per share. On the applicable valuation date, unless such Mantle Ridge Fund elects cash settlement and subject to the satisfaction of certain regulatory conditions, the counterparty will deliver to such Mantle Ridge Fund a number of shares equal to the number of shares of Common Stock referenced in such physically settled forward, in exchange for cash equal to the then-applicable forward price plus a financing amount.

6. In accordance with footnote 5, if such Mantle Ridge Fund elects cash settlement, 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 Physically Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties. Such Mantle Ridge Fund may elect to exercise the Physically Settled Forward Agreement early, in which case the valuation date will occur on such exercise date.

7. Certain of the Mantle Ridge Funds are 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 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, 1 of 3

	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
	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
	/s/ Paul C. Hilal, Paul C. Hilal	10/09/2019
	** Signature of Reporting Person	Date
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Mantle Ridge Form 3Aramark / Paul C Hilal ownership change