0000899243-19-025381.txt : 20191009 0000899243-19-025381.hdr.sgml : 20191009 20191009212157 ACCESSION NUMBER: 0000899243-19-025381 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191006 FILED AS OF DATE: 20191009 DATE AS OF CHANGE: 20191009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mantle Ridge LP CENTRAL INDEX KEY: 0001695459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36223 FILM NUMBER: 191145219 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-762-8540 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MR BridgeStone Advisor LLC CENTRAL INDEX KEY: 0001785605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36223 FILM NUMBER: 191145220 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 762-8540 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hilal Paul C CENTRAL INDEX KEY: 0001413084 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36223 FILM NUMBER: 191145221 MAIL ADDRESS: STREET 1: PERSHING SQUARE CAPITAL MANAGEMENT, L.P. STREET 2: 888 SEVENTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aramark CENTRAL INDEX KEY: 0001584509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 208236097 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 BUSINESS ADDRESS: STREET 1: 2400 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215-238-3000 MAIL ADDRESS: STREET 1: 2400 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK Holdings Corp DATE OF NAME CHANGE: 20130815 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-10-06 0 0001584509 Aramark ARMK 0001695459 Mantle Ridge LP 712 FIFTH AVENUE, SUITE 17F NEW YORK NY 10019 0 0 0 1 Director by deputization 0001785605 MR BridgeStone Advisor LLC 712 FIFTH AVENUE, SUITE 17F NEW YORK NY 10019 0 0 0 1 Director by deputization 0001413084 Hilal Paul C 712 FIFTH AVENUE, SUITE 17F NEW YORK NY 10019 1 0 0 0 Common Stock 2396000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 31.25 2019-05-06 2022-06-06 Common Stock 572000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 28.74 2019-05-07 2022-06-07 Common Stock 3249000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 30.39 2019-05-08 2022-06-08 Common Stock 1125000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 31.00 2019-05-13 2022-06-13 Common Stock 470000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 31.75 2019-05-28 2022-06-28 Common Stock 183038 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 32.70 2019-05-29 2022-06-29 Common Stock 468064 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 34.36 2019-05-30 2022-06-30 Common Stock 949420 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 35.14 2019-05-31 2022-06-30 Common Stock 455561 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 34.59 2019-06-03 2022-07-05 Common Stock 240498 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 35.16 2019-06-04 2022-07-05 Common Stock 126950 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 35.48 2019-06-05 2022-07-05 Common Stock 210634 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 34.80 2019-08-05 2022-09-06 Common Stock 1573000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 36.94 2019-08-06 2022-09-06 Common Stock 2057000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 37.30 2019-08-07 2022-09-07 Common Stock 2889000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 37.71 2019-08-08 2022-09-08 Common Stock 3096000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 38.04 2019-08-09 2022-09-09 Common Stock 2025000 I See footnotes Physically Settled Forward Contracts(obligation to purchase) 37.86 2019-08-12 2022-09-12 Common Stock 2011000 I See footnotes Cash Settled Forward Contracts 35.03 2019-06-27 2024-06-27 Common Stock 327000 I See footnotes Cash Settled Forward Contracts 35.79 2019-06-28 2024-06-28 Common Stock 730000 I See footnotes Cash Settled Forward Contracts 35.67 2019-07-01 2024-07-01 Common Stock 289000 I See footnotes Cash Settled Forward Contracts 35.80 2019-07-02 2024-07-02 Common Stock 256000 I See footnotes Cash Settled Forward Contracts 36.06 2019-07-03 2024-07-03 Common Stock 190000 I See footnotes Cash Settled Forward Contracts 36.08 2019-07-05 2024-07-05 Common Stock 128000 I See footnotes In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 3 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 are rounded up to the nearest whole share. MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Certain of the Mantle Ridge Funds are party to forwards which may be physically settled (the "Physically Settled Forward Agreements") having an average net purchase price of $34.95 per share. On the applicable valuation date, unless such Mantle Ridge Fund elects cash settlement and subject to the satisfaction of certain regulatory conditions, the counterparty will deliver to such Mantle Ridge Fund a number of shares equal to the number of shares of Common Stock referenced in such physically settled forward, in exchange for cash equal to the then-applicable forward price plus a financing amount. In accordance with footnote 5, if such Mantle Ridge Fund elects cash settlement, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Physically Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties. Such Mantle Ridge Fund may elect to exercise the Physically Settled Forward Agreement early, in which case the valuation date will occur on such exercise date. Certain of the Mantle Ridge Funds are party to cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. Multiple Forms Filed, 1 of 3 MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 2019-10-09 MR BRIDGESTONE ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 2019-10-09 /s/ Paul C. Hilal, Paul C. Hilal 2019-10-09