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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BLACKSTONE MANAGEMENT ASSOCIATES II LLC (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/16/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	12/16/2003		S		1,277,842	D(1)	$8.5344	1,916,765	I(2)(7)(8)(9)	See Note 2
Common Stock, par value $0.01	12/16/2003		S		331,502	D(3)	$8.5344	497,254	I(4)(7)(8)(9)	See Note 4
Common Stock, par value $0.01	12/16/2003		S		114,983	D(5)	$8.5344	172,476	I(6)(7)(8)(9)	See Note 6

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BLACKSTONE MANAGEMENT ASSOCIATES II LLC (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP VOLUME LP (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP OFFSHORE VOLUME LP (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VSI MANAGEMENT DIRECT LP (Last) (First) (Middle) c/o Volume Services Amer. Holdings, Inc. 201 East Broad Street (Street) Spartanburg SC 29306 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND LP (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE OFFSHORE CAPITAL PARTNERS II LP (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VSI MANAGEMENT I LLC (Last) (First) (Middle) c/o Volume Services Amer. Holdings, Inc. 201 East Broad Street (Street) Spartanburg SC 29306 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PETERSON PETER G (Last) (First) (Middle) c/o The Blackstone Group 345 Park Avenue (Street) New York NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARZMAN STEPHEN A (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with the initial public offering (the "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 ("Notes"), the underwriters exercised their over-allotment option in full, purchasing an additional 1,678,545 IDSs, representing 1,678,545 shares of Common Stock and $9,567,706.50 aggregate principal amount of Notes. The Issuer used the net proceeds from the sale of these additional IDSs to purchase from BCP Volume L.P. ("BCP Volume") 1,277,842 shares of Common Stock directly owned by BCP Volume prior to the IPO.

2. BCP Volume directly owns 1,916,765 shares of Common Stock. Blackstone Capital Partners II Merchant Banking Fund L.P. ("BCP II") is the sole general partner of BCP Volume and may be deemed to beneficially own the Common Stock owned by BCP Volume.

3. The Issuer used a portion of the net proceeds from the sale of additional IDSs through the over-allotment option described in Note 1 above to purchase from BCP Offshore Volume L.P. ("BCP Offshore") 331,502 shares of Common Stock directly owned by BCP Offshore prior to the IPO.

4. BCP Offshore directly owns 497,254 shares of Common Stock. Blackstone Offshore Capital Partners II L.P. ("BOCP II") is the sole general partner of BCP Offshore and may be deemed to beneficially own the Common Stock owned by BCP Offshore.

5. The Issuer used a portion of the net proceeds from the sale of additional IDSs through the over-allotment option described in Note 1 above to purchase from VSI Management Direct L.P. ("Management Direct") 114,983 shares of Common Stock directly owned by Management Direct prior to the IPO.

6. Management Direct directly owns 172,476 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, each of VSI and Kenneth R. Frick may be deemed to beneficially own the Common Stock owned by Management Direct.

7. Blackstone Management Associates II L.L.C. ("BMA II") is the sole general partner of BCP II, the sole investment general partner of BOCP II and one of two managing members of VSI. Peter G. Peterson and Stephen A. Schwarzman are the founding members and managing members of BMA II. Therefore, each of BMA II, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the Common Stock owned by BCP Volume, BCP Offshore and Management Direct, which collectively own 2,586,495 shares of Common Stock.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, 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.

9. 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. Each of BMA II, Peter G. Peterson, Stephen A. Schwarzman, BCP II, BOCP II and VSI disclaims beneficial ownership of the Common Stock directly owned by BCP Volume, BCP Offshore and Management Direct.

	/s/ Howard A. Lipson, as Attorney-in-Fact	12/18/2003
	** Signature of Reporting Person	Date
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