UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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CUSIP No. 03852U106
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13G
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Page 2 of 14 pages
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1
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Name of Reporting Persons
Warburg Pincus Private Equity IX, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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||||||
(a)
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o
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||||||
(b)
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x
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||||||
3
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SEC Use Only
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||||||
4
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Citizenship or Place of Organization
Delaware
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||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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|||||
6
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Shared Voting Power
40,711,877(1)
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||||||
7
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Sole Dispositive Power
0
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||||||
8
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Shared Dispositive Power
40,711,877(1)
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||||||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
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||||||
10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
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||||||
11
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Percent of Class Represented by Amount in Row 9
17.68% (2)
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||||||
12
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Type of Reporting Person
PN
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(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock, par value $0.01 (“Common Stock”), of ARAMARK Holdings Corporation, a Delaware corporation (the “Issuer”) other than the Common Stock owned of record by the reporting person.
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(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
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13G
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Page 3 of 14 pages
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1
|
Name of Reporting Persons
Warburg Pincus IX LLC
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||||||
2
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Check the Appropriate Box if a Member of a Group
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||||||
(a)
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o
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||||||
(b)
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x
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||||||
3
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SEC Use Only
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||||||
4
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Citizenship or Place of Organization
New York
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||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
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||||||
7
|
Sole Dispositive Power
0
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||||||
8
|
Shared Dispositive Power
40,711,877(1)
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||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68% (2)
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||||||
12
|
Type of Reporting Person
OO
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||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
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(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
|
13G
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Page 4 of 14 pages
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|||||
1
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Name of Reporting Persons
Warburg Pincus Partners LLC
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||||||
2
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Check the Appropriate Box if a Member of a Group
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||||||
(a)
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o
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||||||
(b)
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x
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||||||
3
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SEC Use Only
|
||||||
4
|
Citizenship or Place of Organization
New York
|
||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
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||||||
7
|
Sole Dispositive Power
0
|
||||||
8
|
Shared Dispositive Power
40,711,877(1)
|
||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68%(2)
|
||||||
12
|
Type of Reporting Person
OO
|
||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
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(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
|
13G
|
Page 5 of 14 pages
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|||||
1
|
Name of Reporting Persons
Warburg Pincus & Co.
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||||||
2
|
Check the Appropriate Box if a Member of a Group
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||||||
(a)
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o | ||||||
(b)
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x
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||||||
3
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SEC Use Only
|
||||||
4
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Citizenship or Place of Organization
New York
|
||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
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||||||
7
|
Sole Dispositive Power
0
|
||||||
8
|
Shared Dispositive Power
40,711,877(1)
|
||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68%(2)
|
||||||
12
|
Type of Reporting Person
PN
|
||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
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|
(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
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13G
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Page 6 of 14 pages
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1
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Name of Reporting Persons
Warburg Pincus LLC
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||||||
2
|
Check the Appropriate Box if a Member of a Group
|
||||||
(a)
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o | ||||||
(b)
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x
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||||||
3
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SEC Use Only
|
||||||
4
|
Citizenship or Place of Organization
New York
|
||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
|
||||||
7
|
Sole Dispositive Power
0
|
||||||
8
|
Shared Dispositive Power
40,711,877(1)
|
||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68%(2)
|
||||||
12
|
Type of Reporting Person
OO
|
||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
|
|
(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
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13G
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Page 7 of 14 pages
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1
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Name of Reporting Persons
Charles R. Kaye
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2
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Check the Appropriate Box if a Member of a Group
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||||||
(a)
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o
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||||||
(b)
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x
|
||||||
3
|
SEC Use Only
|
||||||
4
|
Citizenship or Place of Organization
United States of America
|
||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
|
||||||
7
|
Sole Dispositive Power
0
|
||||||
8
|
Shared Dispositive Power
40,711,877(1)
|
||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68%(2)
|
||||||
12
|
Type of Reporting Person
IN
|
||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
|
|
(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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CUSIP No. 03852U106
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13G
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Page 8 of 14 pages
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|||||
1
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Name of Reporting Persons
Joseph P. Landy
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||||||
2
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Check the Appropriate Box if a Member of a Group
|
||||||
(a)
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o
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||||||
(b)
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x
|
||||||
3
|
SEC Use Only
|
||||||
4
|
Citizenship or Place of Organization
United States of America
|
||||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
0
|
|||||
6
|
Shared Voting Power
40,711,877(1)
|
||||||
7
|
Sole Dispositive Power
0
|
||||||
8
|
Shared Dispositive Power
40,711,877(1)
|
||||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,711,877(1)
|
||||||
10
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||||
11
|
Percent of Class Represented by Amount in Row 9
17.68%(2)
|
||||||
12
|
Type of Reporting Person
IN
|
||||||
|
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the Common Stock owned of record by the reporting person.
|
|
(2) Calculations are based upon 230,229,672 shares of Common Stock of the Issuer outstanding, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2013 filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2014.
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Item 3
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If this statement is filed pursuant to §§240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a:
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x
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Not Applicable
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a—8);
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(e)
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o
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An investment adviser in accordance with §240.13d—1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d—1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d—1(b)(1)(ii)(G);
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(h)
|
o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a—3);
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(j)
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o
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A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with §240.13d—1(b)(1)(ii)(K).
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Date: February 14, 2014
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WARBURG PINCUS PRIVATE EQUITY IX, L.P.
By: Warburg Pincus IX LLC, its General Partner
By: Warburg Pincus Partners LLC, its Sole Member
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
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WARBURG PINCUS IX LLC
By: Warburg Pincus Partners LLC, its Sole Member
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
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WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
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WARBURG PINCUS & CO.
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
|
WARBURG PINCUS LLC
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Managing Director
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Date: February 14, 2014
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CHARLES R. KAYE
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-Fact*
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Date: February 14, 2014
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JOSEPH P. LANDY
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-Fact*
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*
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The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.
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Date: February 14, 2014
|
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
By: Warburg Pincus IX LLC, its General Partner
By: Warburg Pincus Partners LLC, its Sole Member
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
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WARBURG PINCUS IX LLC
By: Warburg Pincus Partners LLC, its Sole Member
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
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Date: February 14, 2014
|
WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co., its Managing Member
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
|
Date: February 14, 2014
|
WARBURG PINCUS & CO.
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
|
Date: February 14, 2014
|
WARBURG PINCUS LLC
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Managing Director
|
Date: February 14, 2014
|
CHARLES R. KAYE
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-Fact*
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Date: February 14, 2014
|
JOSEPH P. LANDY
By: /s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-Fact*
|
*
|
The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.
|