SEC Form 4 · accession 0001284084-18-000034

UNIFIRST CORP · UNF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Cynthia Croatti

Officer — Executive VP and Treasurer · Director · 10% Owner

Period of report

Mar 27, 2018

Accepted (ET)

Mar 29, 2018 · 5:06 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000717954

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	1,332	D
Common Stock^F2	holding	—	—		—	68,534	I	By LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^{F7,F6,F8,F9,F10,F3}	$0.00	Mar 27, 2018	D	1,062,211	D	—	—	Common Stock ($0.10 par value)	1,062,211	1,688,694	I
Class B Common Stock^F4,F5,F6,F3	—	holding	—	—	—	—	—	Common Stock ($0.10 par value)	52,374	52,374	I

Explanation of responses

F1Consists of 1,332 restricted stock units that vest 100% on December 20, 2022.
F10Ronald D. Croatti's children are beneficiaries of certain trusts which hold limited partnership interests in The Queue Limited Partnership. Certain of the trusts which hold limited partnership interests in The Queue Limited Partnership also own some of the reported shares directly.
F2Cynthia Croatti is the manager of Trilogy Investment Partners LLC, which as of the date of filing this report, directly owns the reported securities. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
F3Each share of Class B Common Stock is convertible at any time by the holder into one share of Common Stock. Each share of Class B Common Stock automatically converts into one share of Common Stock upon transfer to a recipient that is not a permitted transferee or upon termination of the Class B Common Stock, in each case in accordance with the terms of the charter of UniFirst Corporation.
F4Includes 4,374 shares owned directly by The Marie Croatti QTIP Trust. Cynthia Croatti is trustee of The Marie Croatti QTIP Trust. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
F5Cynthia Croatti is a trustee of The Samuel E. Brown Gallo Trust - 1989 and The Nicholas C. Brown Gallo Trust - 1989, which as of the date of filing this report, each directly owns a portion of an aggregate of 48,000 shares of Class B Common Stock. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
F6Each of the aforementioned reporting persons disclaims beneficial ownership of these reported securities, except to the extent of his, her or its pecuniary interest therein, if any, and this report shall not be deemed an admission that such persons are the beneficial owners of these securities for purposes of Section 16 or any other purpose.
F7Represents shares repurchased by UniFirst Corporation from The Queue Limited Partnership at a price per share of $124.00.
F8Includes 1,015,717 shares owned directly by The Red Cat Limited Partnership and 3 shares owned directly by Red Cat Management Associates, Inc. Red Cat Management Associates, Inc. is the general partner of The Red Cat Limited Partnership. The Ronald D. Croatti Trust - 1993 and Cynthia Croatti are the sole shareholders of Red Cat Management Associates, Inc. and Carol Croatti and Cynthia Croatti are the directors of Red Cat Management Associates, Inc. Cynthia Croatti and Cecelia Levenstein are trustees, co-trustees and in the case of Cynthia Croatti a beneficiary of certain trusts which hold limited partnership interests in The Red Cat Limited Partnership. Ronald D. Croatti's children are beneficiaries of a trust which holds a limited partnership interest in The Red Cat Limited Partnership. Certain of the trusts which hold limited partnership interests in The Red Cat Limited Partnership also own some of the reported shares directly.
F9Includes 672,775 shares owned directly by The Queue Limited Partnership and 199 shares owned directly by Queue Management Associates, Inc. Queue Management Associates, Inc. is the general partner of The Queue Limited Partnership. The Ronald D. Croatti Trust 1993 (of which Carol Croatti and Matthew Croatti are the trustees and Carol Croatti is the beneficiary), Cynthia Croatti and Cecilia Levenstein are the sole shareholders of Queue Management Associates, Inc., and Carol Croatti, Cynthia Croatti and Cecelia Levenstein are the directors of Queue Management Associates, Inc. Cynthia Croatti and Cecelia Levenstein are trustees, co-trustees and in some cases beneficiaries, and in some cases their children are beneficiaries, of various trusts which hold limited partnership interests in The Queue Limited Partnership.