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SEC FORM 4 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)
03/11/2020

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⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			654,176	10/09/2019	10/09/2024	Common Stock	654,176	⁽⁷⁾	211,824	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			272,787	07/01/2019	07/01/2024	Common Stock	272,787	⁽⁷⁾	16,213	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			124,414	10/09/2019	10/09/2024	Common Stock	124,414	⁽⁷⁾	40,286	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			329,050	10/04/2019	10/08/2024	Common Stock	329,050	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			910,439	09/30/2019	10/02/2024	Common Stock	910,439	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			42,302	10/09/2019	10/09/2024	Common Stock	42,302	⁽⁷⁾	13,698	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			308,655	06/27/2019	06/27/2024	Common Stock	308,655	⁽⁷⁾	18,345	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			562,502	10/03/2019	10/07/2024	Common Stock	562,502	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			1,509,580	09/30/2019	10/02/2024	Common Stock	1,509,580	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			689,936	09/30/2019	10/02/2024	Common Stock	689,936	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			404,630	09/23/2019	09/25/2024	Common Stock	404,630	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			923,000	09/23/2019	09/25/2024	Common Stock	923,000	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			1,132,000	09/16/2019	09/18/2024	Common Stock	1,132,000	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			561,000	09/20/2019	09/24/2024	Common Stock	561,000	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			767,000	09/17/2019	09/19/2024	Common Stock	767,000	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			262,962	09/30/2019	10/02/2024	Common Stock	262,962	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			124,000	09/24/2019	09/26/2024	Common Stock	124,000	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Forward Contracts⁽⁵⁾⁽⁶⁾	$26.01⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/11/2020		J/K⁽⁵⁾⁽⁶⁾			1,027,000	09/23/2019	09/25/2024	Common Stock	1,027,000	⁽⁷⁾	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 Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

5. On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions.

6. Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment.

7. Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be 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 compared with the forward price described above.

Remarks:

Form 2 of 4

	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	03/13/2020
	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	03/13/2020
	/s/ Paul C. Hilal, Paul C. Hilal	03/13/2020
	** 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).
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