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^*

MUNNELLY JOSEPH M

(Last)

(First)

(Middle)

C/O ARAMARK HOLDINGS CORPORATION

1101 MARKET STREET

(Street)

PHILADELPHIA

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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	82,061⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	12/04/2017	Common Stock	60,000	$8.89	D
Stock Option (Right to Buy)	⁽³⁾	12/20/2017	Common Stock	74,350	$8.89	D
Stock Option (Right to Buy)	⁽⁴⁾	03/05/2018	Common Stock	18,000	$9.74	D
Stock Option (Right to Buy)	⁽⁵⁾	03/02/2020	Common Stock	85,000	$9.48	D
Stock Option (Right to Buy)	⁽⁶⁾	12/07/2021	Common Stock	37,500	$12.76	D
Stock Option (Right to Buy)	⁽⁷⁾	07/09/2023	Common Stock	23,630	$16.21	D

Explanation of Responses:

1. Includes 7,712 units of restricted stock which vest in four equal annual installments on each of July 9, 2014, 2015, 2016 and 2017.

2. Represents an initial grant of 60,000 stock options. 13,125 vested on December 4, 2008; 10,125 on December 4, 2009; 7,500 on December 5, 2010; and 15,000 on December 4, 2011. Of 14,250 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.

3. Represents an initial grant of 74,350 stock options. 16,263 vested on December 20, 2008; 12,546 on December 20, 2009; 9,293 on December 20, 2010; and 18,592 on December 20, 2011. Of 17,656 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 18,000 stock options. 3,938 vested on March 5, 2009; 3,038 on March 5, 2010; 2,250 on March 5, 2011; and 4,500 on March 5, 2012. Of 4,274 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 85,000 stock options. 10,625 vested on March 2, 2011; 21,250 vested on March 2, 2012, 10,625 vested on March 2, 2013; and 21,250 will vest on March 2, 2014. Of 21,250 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.

6. Represents an initial grant of 50,000 stock options. 6,250 vested on December 7, 2012; 12,500 vested on December 7, 2013; 6,250 will vest on December 7, 2014; and 6,250 will vest on December 7, 2015. Of an additional 6,250 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 12,500 unvested stock options which remain subject to future EBIT and liquidity-event performance-based vesting conditions are not included in the table above.

7. 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:

Senior Vice President, Controller and Chief Accounting Officer 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).
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