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Filing Details

Accession Number:: 0000769993-14-000684
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-19 18:12:26
Reporting Period:: 2014-12-17

Filing Date:: 2014-12-19
Accepted Time:: 2014-12-19 18:12:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1584509	Aramark	ARMK	Retail-Eating Places (5812)	208236097

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co	200 West Street New York NY 10282	No	No	No	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	No	No
1232073	Goldman, Sachs Management Gp Gmbh	200 West Street New York NY 10282	No	No	No	No
1322225	Gs Capital Partners V Institutional, L.p.	200 West Street New York NY 10282	No	No	No	No
1359609	Gscp V Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1359610	Gscp V Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1359612	Gs Capital Partners V Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1359613	Gs Capital Partners V Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1359614	Gs Advisors V, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1359670	Gs Capital Partners V Gmbh & Co. Kg	200 West Street New York NY 10282	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2014-12-17	8,293,490	$27.02	26,539,082	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional"), GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore," and, together with GS Capital V, GS Germany V and GS V Institutional, the "Funds"). GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH and the Funds are defined collectively, as the "Reporting Persons".
In connection with the public offering (the "Offering") of common stock, par value $0.01 per share (the "Common Stock") of Aramark (the "Company") by certain selling stockholders pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated December 11, 2014, the Funds, as selling stockholders, sold 7,211,730 shares of Common Stock of the Company at $27.02 per share, which represents the $28.00 Offering price per share of Common Stock, less the underwriting discount of $0.98 per share of Common Stock. The Offering closed on December 17, 2014.
Pursuant to the Underwriting Agreement and in connection with the Offering, the underwriters exercised their option ("Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholders. Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed concurrently with the Offering on December 17, 2014. The Funds sold an additional 1,081,760 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
GS Group may be deemed to beneficially own 6,322.0527 shares of Common Stock pursuant to the ARAMARK Holdings Corporation 2013 Stock Incentive Plan (the "Plan"), consisting of 6,252 deferred stock units ("Deferred Shares") granted to Sanjeev K. Mehra, a managing director of Goldman Sachs, and 70.0527 dividend equivalent rights accrued to Mr. Mehra, each in his capacity as a director of the Company and pursuant to the Plan. The dividend equivalent rights accrued in connection with a quarterly cash dividend on Common Stock paid by the Company on the Deferred Shares that were granted to Mr. Mehra. The Deferred Shares vest one year from the grant date. The dividend equivalent rights vest on the same schedules as the underlying Deferred Shares. The Deferred Shares, if vested, will be settled in shares of Common Stock six months following the director's departure from the board. Mr. Mehra has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
As of December 17, 2014, as a result of the Offering and the exercise of the Over-Allotment Option, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 26,532,760 shares of Common Stock by reason of the direct beneficial ownership of such shares by the Funds because affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is the investment manager of certain of the Funds.
As of December 17, 2014, as a result of the Offering and the exercise of the Over-Allotment Option, GS Capital V may be deemed to beneficially own directly 13,971,091 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Advisors. GS V Offshore may be deemed to beneficially own directly 7,216,884 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Offshore Advisors. GS V Institutional may be deemed to beneficially own directly 4,790,888 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors V. GS Germany V may be deemed to beneficially own directly 553,897 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
Each of the Reporting Persons and Mr. Mehra disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.