Aramark — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G/A 1 tm226647d15_sc13ga.htm SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Aramark

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

03852U106

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| x | Rule
13d-1(b) |
| --- | --- |
| ¨ | Rule
13d-1(c) |
| ¨ | Rule
13d-1(d) |

• The remainder of this cover page shall be filled out for a 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).

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CUSIP No. 03852U106 13G Page 2 of 9 Pages

| 1. | Names
of Reporting Persons Nomura
Holdings, Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | ¨ |
| | (b) | ¨ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: Japan | |

| Number
of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power | 0 |
| --- | --- | --- |
| 6. | Shared
Voting Power | 17,885,524 (1) |
| 7. | Sole
Dispositive Power | 0 |
| 8. | Shared
Dispositive Power | 17,885,524 (1) |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 17,885,524 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| | Not
applicable |
| 11. | Percent
of Class Represented by Amount in Row (9) |
| | 7.0% (2) |
| 12. | Type
of Reporting Person (See Instructions) |
| | HC |

(1) This represents 17,885,524 shares beneficially owned by Nomura Global Financial Products, Inc. (“NGFP”). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares beneficially owned by NGFP.

(2) The percent of class is calculated based on 256,795,754 shares of common stock issued and outstanding as of January 28, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021 filed with the SEC on February 8, 2022.

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CUSIP No. 03852U106 13G Page 3 of 9 Pages

| 1. | Names
of Reporting Persons Nomura Global Financial Products, Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | ¨ |
| | (b) | ¨ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: Delaware | |

| Number
of Shares Beneficially Owned by Each Reporting Person With | Sole
Voting Power | 0 |
| --- | --- | --- |
| 6. | Shared
Voting Power | 17,885,524 |
| 7. | Sole
Dispositive Power | 0 |
| 8. | Shared
Dispositive Power | 17,885,524 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 17,885,524 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| | Not
applicable |
| 11. | Percent
of Class Represented by Amount in Row (9) |
| | 7.0% (3) |
| 12. | Type
of Reporting Person (See Instructions) |
| | BD |

(3) The percent of class is calculated based on 256,795,754 shares of common stock issued and outstanding as of January 28, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021 filed with the SEC on February 8, 2022.

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CUSIP No. 03852U106 13G Page 4 of 9 Pages

| Item
1. | (b) | Name
of Issuer : Aramark — Address
of Issuer's Principal Executive Offices : 2400
Market Street Philadelphia,
Pennsylvania 19103 | |
| --- | --- | --- | --- |
| Item
2. | (a) | Name
of Person(s) Filing : Nomura
Holdings, Inc. Nomura
Global Financial Products, Inc. | |
| | (b) | Address
of Principal Business Office or, if none, Residence : Nomura Holdings, Inc. 13-1,
Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan Nomura
Global Financial Products, Inc. Worldwide
Plaza 309 West
49 th Street New York,
NY 10019 | |
| | (c) | Citizenship : Nomura Holdings, Inc. Japan Nomura
Global Financial Products, Inc. Delaware | |
| | (d) | Title
of Class of Securities : Common
Stock, par value $0.01 | |
| | (e) | CUSIP
Number : 03852U106 | |
| 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) | x | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | ¨ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | ¨ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | ¨ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | (e) | ¨ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | ¨ | 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); |

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CUSIP No. 03852U106 13G Page 5 of 9 Pages

| | (h) | ¨ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| --- | --- | --- | --- |
| | (i) | ¨ | 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) | ¨ | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| | (k) | ¨ | 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 . | | |
| | Items
5-11 of the cover page are incorporated by reference | | |
| Item
5. | Ownership
of Five Percent or Less of a Class . | | |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨ . | | |
| 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 . See
Exhibit B | | |
| Item
8. | Identification
and Classification of Members of the Group . Not
applicable | | |
| Item
9. | Notice
of Dissolution of Group . Not
applicable | | |

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CUSIP No. 03852U106 13G Page 6 of 9 Pages

| Item
10. |
| --- |
| By
signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11. |

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

EXECUTED as a sealed instrument this 14 th day of February, 2022.

| Nomura
Holdings, Inc. |
| --- |
| /s/
Samir Patel |
| Name: Samir Patel |
| Title: Managing Director |
| Nomura Global Financial
Products, Inc. |
| /s/
Samir Patel |
| Name: Samir Patel |
| Title: Authorized Officer |

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CUSIP No. 03852U106 13G Page 7 of 9 Pages

Index to Exhibits

Exhibit	Exhibit
A	Joint
Filing Agreement
B	Subsidiaries

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CUSIP No. 03852U106 13G Page 8 of 9 Pages

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2022.

| Nomura
Holdings, Inc. |
| --- |
| /s/
Samir Patel |
| Name:
Samir Patel |
| Title:
Managing Director |
| Nomura
Global Financial Products, Inc. |
| /s/
Samir Patel |
| Name:
Samir Patel |
| Title:
Authorized Officer |

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CUSIP No. 03852U106 13G Page 9 of 9 Pages

EXHIBIT B

SUBSIDIARIES

Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.

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