0000899243-19-025389.txt : 20191009
0000899243-19-025389.hdr.sgml : 20191009
20191009212908
ACCESSION NUMBER: 0000899243-19-025389
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191007
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36223
FILM NUMBER: 191145237
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36223
FILM NUMBER: 191145238
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36223
FILM NUMBER: 191145239
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-07
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
Physically Settled Forward Contracts(obligation to purchase)
36.94
2019-10-07
4
C
0
1
D
2019-08-06
2022-09-06
Common Stock
2057000
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
37.30
2019-10-07
4
C
0
1
D
2019-08-07
2022-09-07
Common Stock
2889000
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
37.71
2019-10-07
4
C
0
1
D
2019-08-08
2022-09-08
Common Stock
3096000
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
38.04
2019-10-07
4
C
0
1
D
2019-08-09
2022-09-09
Common Stock
2025000
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
37.86
2019-10-07
4
C
0
1
D
2019-08-12
2022-09-12
Common Stock
2011000
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
31.75
2019-10-07
4
C
0
1
D
2019-05-28
2022-06-28
Common Stock
183038
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
32.70
2019-10-07
4
C
0
1
D
2019-05-29
2022-06-29
Common Stock
468064
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
34.36
2019-10-07
4
C
0
1
D
2019-05-30
2022-06-30
Common Stock
949420
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
35.14
2019-10-07
4
C
0
1
D
2019-05-31
2022-06-30
Common Stock
455561
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
34.59
2019-10-07
4
C
0
1
D
2019-06-03
2022-07-05
Common Stock
240498
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
35.16
2019-10-07
4
C
0
1
D
2019-06-04
2022-07-05
Common Stock
126950
0
I
See footnotes
Physically Settled Forward Contracts(obligation to purchase)
35.48
2019-10-07
4
C
0
1
D
2019-06-05
2022-07-05
Common Stock
210634
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.91
2019-10-07
4
J
1
1
D
2019-06-05
2019-10-07
Common Stock
677366
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.89
2019-10-07
4
J
1
1
D
2019-06-06
2019-10-07
Common Stock
866000
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.98
2019-10-07
4
J
1
1
D
2019-06-07
2019-10-07
Common Stock
898000
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.89
2019-10-07
4
J
1
1
D
2019-06-10
2019-10-10
Common Stock
144000
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.84
2019-10-07
4
J
1
1
D
2019-06-11
2019-10-11
Common Stock
164700
0
I
See footnotes
Option for Cash Settled Forward Contracts
35.37
2019-10-07
4
J
1
1
D
2019-06-12
2019-10-14
Common Stock
56000
0
I
See footnotes
Cash Settled Forward Contracts
35.91
2019-10-07
4
J
0
1
17.69
A
2019-10-09
2024-10-09
Common Stock
677366
1
I
See footnotes
Cash Settled Forward Contracts
35.89
2019-10-07
4
J
0
1
17.68
A
2019-10-09
2024-10-09
Common Stock
866000
1
I
See footnotes
Cash Settled Forward Contracts
35.98
2019-10-07
4
J
0
1
17.72
A
2019-10-09
2024-10-09
Common Stock
898000
1
I
See footnotes
Cash Settled Forward Contracts
35.89
2019-10-07
4
J
0
1
17.68
A
2019-10-09
2024-10-09
Common Stock
144000
1
I
See footnotes
Cash Settled Forward Contracts
35.84
2019-10-07
4
J
0
1
17.66
A
2019-10-09
2024-10-09
Common Stock
164700
1
I
See footnotes
Cash Settled Forward Contracts
35.37
2019-10-07
4
J
0
1
17.42
A
2019-10-09
2024-10-09
Common Stock
56000
1
I
See footnotes
In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 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 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 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 were party to forwards which were physically settled (the "Physically Settled Forward Agreements") having an average net purchase price of $34.95 per share. On the applicable valuation date, the counterparty delivered to Mantle Ridge Fund a number of shares equal to the number of shares of Common Stock referenced in such Physically Settled Forward Agreement, in exchange for cash equal to the then-applicable forward price plus a financing amount. Such Mantle Ridge Fund elected to exercise the Physically Settled Forward Agreement early, thus the valuation date occurred on such exercise date.
Certain of the Mantle Ridge Funds were party to American-style call options on cash-settled forwards, (the "CSF Option Agreements"). Under the terms of the CSF Option Agreements, such Mantle Ridge Fund exercised an option and such Mantle Ridge Fund elected to settle such option for a net number of exercised forward agreements, upon paying the strike price. Such Mantle Ridge Fund and its counterparty were deemed to have entered into cash-settled forward transactions on terms substantially similar to those of the Cash Settled Forward Agreements (as defined below) referencing an aggregate number of shares of Common Stock equal to the number of options underlying the CSF Option Agreements. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment of such forward price as described in footnote 7.
Pursuant to the transaction referenced in footnote 6, certain of the Mantle Ridge Funds are now 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. The forward price is subject to adjustment 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, 2 of 2
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