0000947871-17-000142.txt : 20170215 0000947871-17-000142.hdr.sgml : 20170215 20170214185953 ACCESSION NUMBER: 0000947871-17-000142 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170215 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: ANDREW H. WARFORD GROUP MEMBERS: LEE S. AINSLIE III GROUP MEMBERS: MAVERICK CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: 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: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87947 FILM NUMBER: 17612174 BUSINESS ADDRESS: STREET 1: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 215-238-3000 MAIL ADDRESS: STREET 1: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK Holdings Corp DATE OF NAME CHANGE: 20130815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAVERICK CAPITAL LTD CENTRAL INDEX KEY: 0000934639 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.880.4050 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 ss30943_sc13g.htm SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No ___ )


ARAMARK*
(Name of Issuer)


Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)


03852U106
(CUSIP Number)


December 31, 2015
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)

* The  remainder of this cover page shall be filled out for a reporting  person’s initial filing on this form with respect to the subject class of securities, and for any  subsequent  amendment  containing  information  which  would  alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the  Securities Exchange  Act of 1934 (the “Act”) or otherwise  subject to the liabilities of that section of the Act but shall be subject to all other  provisions of the Act  (however, see the Notes).
___________________
*On February 16, 2016, a Schedule 13G (the “Original Schedule 13G”) was filed on behalf of Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III, and Andrew H. Warford (together, the “Reporting Persons”), disclosing on behalf of the Reporting Persons, as of December 31, 2015, beneficial ownership of a total of 12,314,822 shares of Class A Common Stock of Aramark Corporation (CIK #0000757523), CUSIP #03852U106 (the “Shares”). The Original Schedule 13G correctly identified the CUSIP of the Shares but should have identified the Shares as shares of Aramark (CIK #0001584509) rather than Aramark Corporation. The Reporting Persons are filing this Schedule 13G accordingly.
 
 
CUSIP No. 03852U106
 SCHEDULE 13G
Page 2 of 10 Pages
         
1
Names of Reporting Persons  
  
Maverick Capital, Ltd. – 75-2482446
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
12,314,822
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
12,314,822
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
12,314,822
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
5.1%
12
Type of Reporting Person (See Instructions)
              
IA
 
 
 
CUSIP No. 03852U106
 SCHEDULE 13G
Page 3 of 10 Pages
         
1
Names of Reporting Persons  
  
Maverick Capital Management, LLC – 75-2686461
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
12,314,822
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
12,314,822
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
12,314,822
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
5.1%
12
Type of Reporting Person (See Instructions)
              
HC
 
 
 
CUSIP No. 03852U106
 SCHEDULE 13G
Page 4 of 10 Pages
         
1
Names of Reporting Persons  
  
Lee S. Ainslie III
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
United States
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
12,314,822
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
12,314,822
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
12,314,822
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
5.1%
12
Type of Reporting Person (See Instructions)
              
HC
 
 
 
CUSIP No. 03852U106
 SCHEDULE 13G
Page 5 of 10 Pages
         
1
Names of Reporting Persons  
  
Andrew H. Warford
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
United States
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
12,314,822
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
12,314,822
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
12,314,822
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
5.1%
12
Type of Reporting Person (See Instructions)
              
IN
 
 
 
Item 1(a)
Name of Issuer:

Aramark

Item1(b)
Address of Issuer’s Principal Executive Offices:
 
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107

Item 2(a)
Name of Person Filing:

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):
(i)
Maverick Capital, Ltd.;
(ii)
Maverick Capital Management, LLC;
(iii)
Lee S. Ainslie III (“Mr. Ainslie”); and
(iv)
Andrew H. Warford (“Mr. Warford”).

The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.

Item 2(b)
Address of Principal Business Office or, if none, Residence:

The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie and Mr. Warford is 767 Fifth Avenue, 11th Floor, New York, New York 10153.

Item 2(c)
Citizenship:

(i)
Maverick Capital, Ltd. is a Texas limited partnership;
(ii)
Maverick Capital Management, LLC is a Texas limited liability company;
(iii)
Mr. Ainslie is a citizen of the United States; and
(iv)
Mr. Warford is a citizen of the United States.
 
Item 2(d)
Title of Class of Securities:

Class A Common Stock, par value $0.01 per share (the “Shares”).

Item 2(e)
CUSIP Number:

03852U106
 
Page 6 of 10
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
x
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g)
x
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 

Item 4 
Ownership

Ownership as of December 31, 2015 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.

Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts.  Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd.  Mr. Ainslie is the manager of Maverick Capital Management, LLC.  Mr. Warford serves as the Chairman of the Stock Committee of Maverick Capital, Ltd.

Item 5
Ownership of Five Percent or Less of a Class

Not applicable.
 
Page 7 of 10
 
Item 6 
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8
Identification and Classification of Members of the Group

Not applicable.

Item 9
Notice of Dissolution of Group

Not applicable.

Item 10
Certifications

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
 
 
Page 8 of 10
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  February 14, 2017
MAVERICK CAPITAL, LTD.
  
           
 
By:
Maverick Capital Management, LLC,
  
   
Its General Partner
  
           
    By:
Lee S. Ainslie III, Manager
  
           
      By:  /s/ Anne K. Hill  
       
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
 
           
Date:  February 14, 2017
MAVERICK CAPITAL MANAGEMENT, LLC
  
           
 
By:
Lee S. Ainslie III, Manager
  
           
    By:  /s/ Anne K. Hill  
     
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
 
           
Date:  February 14, 2017
LEE S. AINSLIE III
  
           
           
    By:  /s/ Anne K. Hill  
     
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
 
           
Date:  February 14, 2017
ANDREW H. WARFORD
  
           
           
    By:  /s/ Anne K. Hill  
     
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
           
 
 
 
Page 9 of 10
 
EXHIBIT INDEX

A.
Joint Filing Agreement, dated February 14, 2017, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Page 10 of 10
EX-99.A 2 ss30943_ex99a.htm JOINT FILING AGREEMENT
 
Exhibit A
 
Joint Filing Agreement
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.01 per share of Aramark, dated as of February 14, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:           February 14, 2017

 
MAVERICK CAPITAL, LTD.
  
           
 
By:
 Maverick Capital Management, LLC  
    Its General Partner  
           
    By: Lee S. Ainslie III, Manager  
         
           
      By:  /s/ Anne K. Hill  
       
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
           
              
 
MAVERICK CAPITAL MANAGEMENT, LLC
  
         
 
By:
 Lee S. Ainslie III, Manager  
       
         
    By:  /s/ Anne K. Hill  
     
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
         
                   
 
LEE S. AINSLIE III
  
       
       
 
By:
  /s/ Anne K. Hill  
   
Anne K. Hill
Under Power of Attorney dated
February 13, 2017
  
       
                
 
ANDREW H. WARFORD
  
       
       
 
By:
  /s/ Anne K. Hill  
   
Anne K. Hill
Under Power of Attorney dated
February 13, 2017