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*
NEUBAUER JOSEPH

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 18,577,952 D
Common Stock 515,000 I See footnote(1)
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) 02/27/2017 Common Stock 106,874 5.44 D
Stock Option (Right to Buy) (3) 03/05/2018 Common Stock 35,624 9.74 D
Stock Option (Right to Buy) (4) 03/02/2020 Common Stock 200,000 9.48 D
Stock Option (Right to Buy) (5) 06/22/2021 Common Stock 200,000 11.63 D
Installment Stock Purchase Opportunity (Right to Buy) (6) 01/15/2016 Common Stock 60,000 11.63 D
Explanation of Responses:
1. These shares are held by a limited partnership for which Joseph Neubauer serves as general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
2. 50% of these stock options 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. 50% of these stock options 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. 100,000 of these stock options will vest on March 2, 2014. Of an additional 100,000 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. 100,000 of these stock options will vest on June 22, 2014; and 50,000 will vest on June 22, 2015. Of an additional 50,000 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 50,000 unvested stock options which remain subject to future EBIT and liquidity-event performance-based vesting conditions are not included in the table above.
6. Represents 60,000 installment stock purchase opportunities which vest in three equal installments on each of December 15, 2013, 2014 and 2015.
Remarks:
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 12th day of November, 2013.

                                        /s/ Joseph Neubauer
                                        ----------------------------------------
                                        Signature

                                        Joseph Neubauer
                                        ----------------------------------------
                                        Print Name