SEC FORM 3 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*
MUNNELLY JOSEPH M

(Last) (First) (Middle)
C/O ARAMARK HOLDINGS CORPORATION
1101 MARKET STREET

(Street)
PHILADELPHIA PA 19107

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2013
3. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ ARMK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 82,061(1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 12/04/2017 Common Stock 60,000 8.89 D
Stock Option (Right to Buy) (3) 12/20/2017 Common Stock 74,350 8.89 D
Stock Option (Right to Buy) (4) 03/05/2018 Common Stock 18,000 9.74 D
Stock Option (Right to Buy) (5) 03/02/2020 Common Stock 85,000 9.48 D
Stock Option (Right to Buy) (6) 12/07/2021 Common Stock 37,500 12.76 D
Stock Option (Right to Buy) (7) 07/09/2023 Common Stock 23,630 16.21 D
Explanation of Responses:
1. Includes 7,712 units of restricted stock which vest in four equal annual installments on each of July 9, 2014, 2015, 2016 and 2017.
2. Represents an initial grant of 60,000 stock options. 13,125 vested on December 4, 2008; 10,125 on December 4, 2009; 7,500 on December 5, 2010; and 15,000 on December 4, 2011. Of 14,250 unvested stock options, 50% are eligible to vest upon the Issuer's achievement of a public offering price per share in its initial public offering equal to or exceeding $20 per share, 50% are eligible to vest upon the Issuer's achievement of a closing trading price equal to or greater than $25.00 per share over any twenty consecutive trading-day period during the 18 months following the Issuer's initial public offering, and all are eligible to vest subject to the Issuer meeting specified performance targets in connection with certain liquidity events.
3. Represents an initial grant of 74,350 stock options. 16,263 vested on December 20, 2008; 12,546 on December 20, 2009; 9,293 on December 20, 2010; and 18,592 on December 20, 2011. Of 17,656 unvested stock options, 50% are eligible to vest upon the Issuer's achievement of a public offering price per share in its initial public offering equal to or exceeding $20 per share, 50% are eligible to vest upon the Issuer's achievement of a closing trading price equal to or greater than $25.00 per share over any twenty consecutive trading-day period during the 18 months following the Issuer's initial public offering, and all are eligible to vest subject to the Issuer meeting specified performance targets in connection with certain liquidity events.
4. Represents an initial grant of 18,000 stock options. 3,938 vested on March 5, 2009; 3,038 on March 5, 2010; 2,250 on March 5, 2011; and 4,500 on March 5, 2012. Of 4,274 unvested stock options, 50% are eligible to vest upon the Issuer's achievement of a public offering price per share in its initial public offering equal to or exceeding $20 per share, 50% are eligible to vest upon the Issuer's achievement of a closing trading price equal to or greater than $25.00 per share over any twenty consecutive trading-day period during the 18 months following the Issuer's initial public offering, and all are eligible to vest subject to the Issuer meeting specified performance targets in connection with certain liquidity events.
5. Represents an initial grant of 85,000 stock options. 10,625 vested on March 2, 2011; 21,250 vested on March 2, 2012, 10,625 vested on March 2, 2013; and 21,250 will vest on March 2, 2014. Of 21,250 unvested stock options, 50% are eligible to vest upon the Issuer's achievement of a public offering price per share in its initial public offering equal to or exceeding $20 per share, 50% are eligible to vest upon the Issuer's achievement of a closing trading price equal to or greater than $25.00 per share over any twenty consecutive trading-day period during the 18 months following the Issuer's initial public offering, and all are eligible to vest subject to the Issuer meeting specified performance targets in connection with certain liquidity events.
6. Represents an initial grant of 50,000 stock options. 6,250 vested on December 7, 2012; 12,500 vested on December 7, 2013; 6,250 will vest on December 7, 2014; and 6,250 will vest on December 7, 2015. Of an additional 6,250 unvested stock options, 50% are eligible to vest upon the Issuer's achievement of a public offering price per share in its initial public offering equal to or exceeding $20 per share, 50% are eligible to vest upon the Issuer's achievement of a closing trading price equal to or greater than $25.00 per share over any twenty consecutive trading-day period during the 18 months following the Issuer's initial public offering, and all are eligible to vest subject to the Issuer meeting specified performance targets in connection with certain liquidity events. An additional 12,500 unvested stock options which remain subject to future EBIT and liquidity-event performance-based vesting conditions are not included in the table above.
7. These options to purchase shares of common stock vest in four equal annual installments on each of July 9, 2014, 2015, 2016 and 2017.
Remarks:
Senior Vice President, Controller and Chief Accounting Officer Exhibit List: Exhibit 24 - Power of Attorney
/s/ Megan Timmins, as Attorney-in-fact 12/11/2013
** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                POWER OF ATTORNEY

       The undersigned hereby constitutes and appoints each of Harold B.
Dichter, Megan C. Timmins, Robert T. Rambo, Jr. and Leticia Dorsa his true and
lawful attorneys-in-fact to:

              (1) execute for and on behalf of the undersigned, in the
       undersigned's capacity as a director or executive officer of ARAMARK
       Holdings Corporation (the "Company"), as applicable, (i) Forms 3, 4 or 5
       in accordance with Section 16(a) of the Securities Exchange Act of 1934,
       as amended, and the rules thereunder (including any amendments thereto)
       and (ii) such forms as may be required in connection with any
       applications for EDGAR access codes, includnig without limitation the
       Form ID.

              (2) do and perform any and all acts for and on behalf of the
       undersigned which may be necessary or desirable to complete the execution
       of any such Form 3, 4, or 5 and the timely filing of such form with the
       United States Securities and Exchange Commission and any other authority;
       and

              (3) take any other action of any type whatsoever in connection
       with the foregoing which, in the opinion of such attorneys-in-fact, may
       be of benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorneys-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorneys-in-fact may approve in their discretion.

       The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorneys-in-fact, or their substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of December, 2013.

                                        /s/ Joseph M. Munnelly
                                        ----------------------------------------
                                        Signature

                                        Joseph M. Munnelly
                                        ----------------------------------------
                                        Print Name