SEC Filing | Aramark

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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^*

MCKEE LYNN

(Last)

(First)

(Middle)

C/O ARAMARK HOLDINGS CORPORATION

1101 MARKET STREET

(Street)

PHILADELPHIA

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	370,271⁽¹⁾	D
Common Stock	100,000	I	See footnote⁽²⁾
Common Stock	109,747	I	By trust

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)
Stock Option (Right to Buy)	⁽³⁾	01/26/2017	Common Stock	611,876	5.44	D
Stock Option (Right to Buy)	⁽⁴⁾	02/27/2017	Common Stock	300,000	5.44	D
Stock Option (Right to Buy)	⁽⁵⁾	03/05/2018	Common Stock	50,000	9.74	D
Stock Option (Right to Buy)	⁽⁶⁾	03/02/2020	Common Stock	150,000	9.48	D
Stock Option (Right to Buy)	⁽⁷⁾	06/22/2021	Common Stock	218,750	11.63	D
Stock Option (Right to Buy)	⁽⁸⁾	07/31/2021	Common Stock	25,828	16.21	D
Stock Option (Right to Buy)	⁽⁹⁾	07/09/2023	Common Stock	94,518	16.21	D

Explanation of Responses:

1. Includes 30,846 restricted stock units which vest in four equal annual installments on July 9, 2014, 2015, 2016 and 2017, and 10,172 shares of restricted stock which vest in three equal annual installments on December 15, 2013, 2014 and 2015.

2. These shares are held by a limited partnership for which Ms. McKee serves as a general partner.

3. Represents an initial grant of 611,876 stock options. 152,968 vested on January 26, 2008; 133,847 on January 26, 2009; 103,254 on January 26, 2010; and 76,486 on January 26, 2011. Of 145,321 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 300,000 stock options. 75,000 vested on January 26, 2008; 65,625 on January 26, 2009; 50,625 on January 26, 2010; and 37,500 on January 26, 2011. Of 71,250 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.

5. Represents an initial grant of 50,000 stock options. 10,938 vested on March 5, 2009; 8,438 on March 5, 2010; 6,250 on March 5, 2011; and 12,500 on March 5, 2012. Of 11,874 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 150,000 stock options. 18,750 vested on March 2, 2011; 37,500 vested on March 2, 2012; 18,750 vested on March 2, 2013; and 37,500 will vest on March 2, 2014. Of an additional 37,500 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.

7. Represents an initial grant of 250,000 stock options. 62,500 vested on June 22, 2012; 31,250 vested on June 22, 2013; 62,500 will vest on June 22, 2014; and 31,250 will vest on June 22, 2015. Of an additional 31,250 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 31,250 unvested stock options which remain subject to future EBIT and liquidity-event performance-based vesting conditions are not included in the table above.

8. These options to purchase shares of common stock vest in three equal annual installments on each of December 15, 2013, 2014 and 2015.

9. 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:

Executive Vice President, Human Resources Exhibit List: Exhibit 24 - Power of Attorney The reporting person disclaims beneficial ownership of all indirectly held securities except to the extent of her pecuniary interest therein.

	/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 10th day of December, 2013.

                                        /s/ Lynn McKee
                                        ----------------------------------------
                                        Signature

                                        Lynn McKee
                                        ----------------------------------------
                                        Print Name