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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NEUBAUER JOSEPH C/O ARAMARK HOLDINGS CORPORATION 1101 MARKET STREET PHILADELPHIA, PA 19107 |
X | |||
| /s/ Megan Timmins, as Attorney-in-fact | 12/31/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |