Statement of Changes in Beneficial Ownership (4)
17 Décembre 2021 - 11:22PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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 |
2. Issuer Name and Ticker or Trading Symbol
Aramark
[
ARMK
]
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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/YYYY)
12/16/2021 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Physically Settled Options to Buy Common Stock (5) | $11.45 | 12/16/2021 | | J | | 7633483 | | 12/16/2021 | 3/20/2024 | Common Stock | 7633483 | (7) | 7633483 | I | See footnotes (1)(2)(3)(4) |
Option for Cash Settled Forward Contracts (6) | $11.45 | 12/16/2021 | | J | | 6866517 | | 12/16/2021 | 3/20/2024 | Common Stock | 6866517 | (7) | 6866517 | I | See footnotes (1)(2)(3)(4) |
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 December 16, 2021, the Reporting Persons amended their physically settled options to buy common stock which were previously reported on a Form 4 dated March 13, 2020. Pursuant to the amendment, the maturity date was extended from March 11, 2022 to March 20, 2024, the strike price was increased from $9.10 to $11.45 and the notional amount of the underlying common stock was increased from 7,290,065 to 7,633,483. No amounts were paid in connection with this amendment. |
(6) | On December 16, 2021, the Reporting Persons amended their options for cash settled forward contracts which were previously reported on a Form 4 dated March 13, 2020. Pursuant to the amendment, the maturity date was extended from March 11, 2022 to March 20, 2024, the strike price was increased from $9.10 to $11.45 and the notional amount of the underlying common stock was increased from 6,557,603 to 6,866,517. No amounts were paid in connection with this amendment. |
(7) | Not applicable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mantle Ridge LP 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY 10019 |
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| Director by deputization |
MR BridgeStone Advisor LLC 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY 10019 |
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| Director by deputization |
Hilal Paul C 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY 10019 | X |
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Signatures
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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 | | 12/17/2021 |
**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 | | 12/17/2021 |
**Signature of Reporting Person | Date |
/s/ Paul C. Hilal, Paul C. Hilal | | 12/17/2021 |
**Signature of Reporting Person | Date |
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