Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MCKEE LYNN
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2013
3. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ARMK]
(Last)
(First)
(Middle)
C/O ARAMARK HOLDINGS CORPORATION, 1101 MARKET STREET
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 Original Filed(Month/Day/Year)
(Street)

PHILADELPHIA, PA 19107
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)   (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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCKEE LYNN
C/O ARAMARK HOLDINGS CORPORATION
1101 MARKET STREET
PHILADELPHIA, PA 19107
      See Remarks  

Signatures

/s/ Megan Timmins, as Attorney-in-fact 12/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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