Mantle Ridge Form 4 Aramark / 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)
10/07/2019

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)
Common Stock	10/07/2019		C		572,000	A	$31.25	2,968,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		3,249,000	A	$28.74	6,217,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		1,125,000	A	$30.39	7,342,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		470,000	A	$31	7,812,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		1,573,000	A	$34.8	9,385,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		2,057,000	A	$36.94	11,442,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		2,889,000	A	$37.3	14,331,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		3,096,000	A	$37.71	17,427,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		2,025,000	A	$38.04	19,452,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		2,011,000	A	$37.86	21,463,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		183,038	A	$31.75	21,646,038	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		468,064	A	$32.7	22,114,102	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		949,420	A	$34.36	23,063,522	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		455,561	A	$35.14	23,519,083	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		240,498	A	$34.59	23,759,581	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		126,950	A	$35.16	23,886,531	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/07/2019		C		210,634	A	$35.48	24,097,165	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽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)
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾	$31.25	10/07/2019		C			1	05/06/2019	06/06/2022	Common Stock	572,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾	$28.74	10/07/2019		C			1	05/07/2019	06/07/2022	Common Stock	3,249,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾	$30.39	10/07/2019		C			1	05/08/2019	06/08/2022	Common Stock	1,125,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾	$31	10/07/2019		C			1	05/13/2019	06/13/2022	Common Stock	470,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Physically Settled Forward Contracts(obligation to purchase)⁽⁵⁾	$34.8	10/07/2019		C			1	08/05/2019	09/06/2022	Common Stock	1,573,000	⁽⁵⁾	0	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 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 early exercise date.

Remarks:

Multiple Forms Filed, 1 of 2

	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
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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Mantle Ridge Form 4Aramark / Paul C Hilal ownership change