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^*

FRICK KENNETH R

(Last)

(First)

(Middle)

VOLUME SERVICES AMERICA HOLDINGS, INC.

201 EAST BROAD STREET

(Street)

SPARTANBURG

29306

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VOLUME SERVICES AMERICA HOLDINGS INC [ CVP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2003

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, par value $0.01 per share	12/10/2003		S		290,695	D⁽¹⁾	$7.0583	287,459	I⁽²⁾⁽⁵⁾⁽⁶⁾	See Note 2
Income Deposit Security⁽³⁾	12/10/2003		P		26,472	A⁽⁴⁾	$15	26,472	D

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)

Explanation of Responses:

1. In connection with the initial public offering ("IPO") of 16,785,450 Income Deposit Securities ("IDSs"), representing 16,785,450 shares of Common Stock and $95,677,065 aggregate principal amount of the Issuer's 13.5% subordinated notes due 2013, the Issuer used a portion of the proceeds of the offering to purchase from VSI Management Direct L.P. ("Management Direct") 290,695 shares of Common Stock directly owned by Management Direct prior to the IPO.

2. Management Direct directly owns 287,459 shares of Common Stock. VSI Management I L.L.C. ("VSI") is the sole general partner of Management Direct and Kenneth R. Frick is one of two managing members of VSI. Therefore, Mr. Frick may be deemed to beneficially own the Common Stock owned by Management Direct.

3. Each IDS represents one share of Common Stock and a 13.5% subordinated note due 2013 with $5.70 principal amount.

4. In connection with the IPO, Mr. Frick purchased IDSs in the offering in an amount equal to $397,080.

5. Information with respect to the Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry.

6. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the following shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. Kenneth R. Frick disclaims beneficial ownership of the Common Stock directly owned by Management Direct.

	/s/ Janet L. Steinmayer, as Attorney-in-Fact	12/12/2003
	** 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 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).
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