F1This 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".
F2In 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 February 17, 2015, the Funds, as selling stockholders, sold 7,211,730 shares of Common Stock of the Company at $29.88 per share.
F3GS Group may be deemed to beneficially own 10,229.0527 shares of Common Stock pursuant to the ARAMARK Holdings Corporation 2013 Stock Incentive Plan (the "Plan"), consisting of 10,159 deferred stock units (the "Deferred Shares") granted to the Sanjeev K. Mehra, a managing director of Goldman Sachs, and 70.0527 dividend equivalent rights to Deferred Shares accrued to Mr. Mehra, each in his capacity as a director of the Company and pursuant to the Plan. The dividend equivalent rights vest on the same schedules as the underlying Deferred Shares. The Deferred Shares will vest on the day prior to the first annual stockholders' meeting of the Company occurring after the grant date, subject to continued service, and, if vested, will be settled in shares of Common Stock on the first day of the seventh month after the date of the Mr. Mehra'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.
F4As of February 23, 2015, as a result of the Offering, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 19,321,030 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.
F5As of February 23, 2015, as a result of the Offering, GS Capital V may be deemed to beneficially own directly 10,173,682 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 5,255,301 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 3,488,702 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 403,345 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
F6Each 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.