Edgar Filing: Aramark

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CCMP Capital, LLC

2. Issuer Name and Ticker or Trading Symbol
Aramark [ARMK]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

245 PARK AVENUE, 16TH FL,

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014

(Street)

NEW YORK, NY 10167

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/17/2014		S		4,146,744	D	$ 27.02	13,266,380	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/17/2014		S		3,659,042	D	$ 27.02	11,706,108	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/17/2014		S		487,702	D	$ 27.02	1,560,272	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Common Stock								6,322.0527	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CCMP Capital, LLC 245 PARK AVENUE, 16TH FL NEW YORK, NY 10167	X	X
CCMP Capital Investors (Cayman) II, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED GEORGE TOWN, E9 KY1-9005	X	X
CCMP Capital Investors II, L.P. C/O CCMP CAPITAL, LLC 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Associates, L.P. C/O CCMP CAPITAL, LLC 245 PARK AVENUE NEW YORK, NY 10167	X	X
CCMP Capital Associates GP, LLC C/O CCMP CAPITAL, LLC 245 PARK AVENUE NEW YORK, NY 10167	X	X

Signatures

CCMP CAPITAL, LLC, By: /s/ Marc Unger, Name: Marc Unger, Title: COO & CFO		12/19/2014
^**Signature of Reporting Person		Date
CCMP CAPITAL INVESTORS II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Marc Unger, Name: Marc Unger, Title: COO & CFO		12/19/2014
^**Signature of Reporting Person		Date
CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Marc Unger, Name: Marc Unger, Title: COO & CFO		12/19/2014
^**Signature of Reporting Person		Date
CCMP CAPITAL ASSOCIATES, L.P., By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Marc Unger, Name: Marc Unger, Title: COO & CFO		12/19/2014
^**Signature of Reporting Person		Date
CCMP CAPITAL ASSOCIATES GP, LLC, By: /s/ Marc Unger, Name: Marc Unger, Title: COO & CFO		12/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates and (v) CCMP Capital, LLC ("CCMP Capital"), the owner of CCMP Capital Associates GP (CCMP Capital, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). (Continued in Footnote 2)
(2)	The amount of securities indicated in the first row of Table I reflects the aggregate amount of shares beneficially owned by the CCMP Capital Funds. See footnotes (4) and (5). (Continued in Footnote 2). The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.
(3)	Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Issuer's Common Stock reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds. (Continued in Footnote 4).
(4)	The Reporting Persons disclaim beneficial ownership of the securities to the extent their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's Common Stock held by the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital, LLC may be deemed directors-by-deputization. Information with respect to each 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.
(5)	The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.
(6)	The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.
(7)	The 6,322.0527 units represent dividend equivalent rights and were granted to Stephen P. Murray (President and Chief Executive Officer of CCMP Capital) in his capacity as a director of the Issuer. The dividend equivalent rights were granted in connection with the Issuer's quarterly dividend and accrued to Mr. Murray on the underlying deferred stock units held by Mr. Murray. These dividend equivalent rights vest on the same schedules as the underlying awards. CCMP Capital beneficially owns such shares indirectly as a result of contractual arrangements among Mr. Murray, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital. Mr. Murray disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise.

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