Form: 4

Statement of changes in beneficial ownership of securities

October 4, 2023

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dillon Ricky T
(Last) (First) (Middle)
VESTIS CORPORATION
500 COLONIAL CENTER PARKWAY, SUITE 140
(Street)
ROSWELL GA 30076
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vestis Corp [ VSTS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/02/2023 A 6,892(1)(2)(3) A (2) 7,480 D
Common Stock, par value $0.01 per share 10/02/2023 A 17,411(3)(4) A (4) 24,891 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $16.69(5) 10/02/2023 A 19,585 (5) 06/01/2032 Common Stock, par value $0.01 per share 19,585 $0 19,585 D
Stock Option (Right to Buy) $19.76(6) 10/02/2023 A 30,593 (6) 11/17/2032 Common Stock, par value $0.01 per share 30,593 $0 30,593 D
Premium Stock Option (Right to Buy) $20.41 10/02/2023 A 100,000 (7) 10/02/2033 Common Stock, par value $0.01 per share 100,000 $0 100,000 D
Explanation of Responses:
1. The transactions reported herein are the result of the consummation on September 30, 2023 of the distribution of approximately 130,725,188 shares of common stock of Vestis Corporation ("Vestis") by Aramark ("Aramark") to holders of Aramark common stock on a pro rata basis (the "Spin-Off").
2. Represents conversion of an award of restricted stock units granted by Aramark into restricted stock units with respect to Vestis common stock as a result of the Spin-Off, which will vest 50% on June 1, 2024 and 50% on June 1, 2025.
3. Each restricted stock unit represents the right to receive, at settlement, one share of Vestis common stock.
4. Represents conversion of an award of restricted stock units granted by Aramark into restricted stock units with respect to Vestis common stock as a result of the Spin-Off, which will vest 25% on November 17, 2023, 25% on November 17, 2024, 25% on November 17, 2025 and 25% on November 17, 2026.
5. Represents conversion of an option to purchase Aramark common stock granted by Aramark into the option to purchase Vestis common stock as a result of the Spin-Off, of which 33.33% is fully vested, 33.33% vests on June 1, 2024, and 33.34% vests on June 1, 2025. The exercise price reflects the adjustments that occurred as of October 2, 2023 in connection with the Spin-Off as described in the registration statement on Form 10 filed with the SEC by Vestis.
6. Represents conversion of an option to purchase Aramark common stock granted by Aramark into the option to purchase Vestis common stock as a result of the Spin-Off, of which 25% vests on November 17, 2023, 25% vests on November 17, 2024, 25% vests on November 17, 2025 and 25% vests on November 17, 2026. The exercise price reflects the adjustments that occurred as of October 2, 2023 in connection with the Spin-Off as described in the registration statement on Form 10 filed with the SEC by Vestis.
7. Represents a premium price option to purchase shares of Vestis common stock, which vests on the third anniversary of the date of grant.
Remarks:
/s/ Timothy Donovan, General Counsel, as Attorney-in-fact 10/04/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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