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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ ARMK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/30/2013 | M | 53,437 | A | $5.44 | 17,576,883 | D | |||
Common Stock | 12/30/2013 | M | 17,812 | A | $9.74 | 17,594,695 | D | |||
Common Stock | 12/30/2013 | M | 50,000 | A | $9.48 | 17,644,695 | D | |||
Common Stock | 12/30/2013 | M | 25,000 | A | $11.63 | 17,669,695 | D | |||
Common Stock | 12/30/2013 | M | 20,000 | A | $11.63 | 17,689,695 | D | |||
Common Stock | 515,000 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $5.44 | 12/30/2013 | M | 53,437 | (2) | 02/27/2017 | Common Stock | 53,437 | $5.44 | 53,437 | D | ||||
Stock Option (Right to Buy) | $9.74 | 12/30/2013 | M | 17,812 | (3) | 03/05/2018 | Common Stock | 17,812 | $9.74 | 17,812 | D | ||||
Stock Option (Right to Buy) | $9.48 | 12/30/2013 | M | 50,000 | (4) | 03/02/2020 | Common Stock | 50,000 | $9.48 | 150,000 | D | ||||
Stock Option (Right to Buy) | $11.63 | 12/30/2013 | M | 25,000 | (5) | 06/22/2021 | Common Stock | 25,000 | $11.63 | 175,000 | D | ||||
Installment Stock Purchase Opportunity | $11.63 | 12/30/2013 | M | 20,000 | (6) | (7) | Common Stock | 20,000 | $11.63 | 40,000 | 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. 53,437 of these stock options vested as a result of the Issuer's initial public offering price of $20 per share. The remaining 53,437 are eligible to vest either (i) 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 or (ii) subject to the Issuer meeting specified performance targets in connection with certain liquidity events. |
3. 17,812 of these stock options vested as a result of the Issuer's initial public offering price of $20 per share. The remaining 17,812 are eligible to vest either (i) 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 or (ii) subject to the Issuer meeting specified performance targets in connection with certain liquidity events. |
4. 50,000 of these stock options vested as a result of the Issuer's initial public offering price of $20 per share. 100,000 of these stock options will vest on March 2, 2014. The remaining 50,000 are eligible to vest either (i) 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 or (ii) subject to the Issuer meeting specified performance targets in connection with certain liquidity events. |
5. 25,000 of these stock options vested as a result of the Issuer's initial public offering price of $20 per share. 100,000 of these stock options will vest on June 22, 2014, and 50,000 will vest on June 22, 2015. The remaining 25,000 are eligible to vest either (i) 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 or (ii) 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, of which 20,000 vested on December 15, 2013, 20,000 will vest on December 15, 2014 and 20,000 will vest on December 15, 2015. |
7. Each vested installment expires one month after its vesting date. |
/s/ Megan Timmins, as Attorney-in-fact | 12/31/2013 | |
** 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 4 (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. |