SEC FORM 4

SEC Form 4

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^*

NEUBAUER JOSEPH

(Last)

(First)

(Middle)

C/O ARAMARK HOLDINGS CORPORATION

1101 MARKET STREET

(Street)

PHILADELPHIA

19107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ ARMK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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.
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