SEC Form 3 · accession 0001104659-18-071714
Ares Management Corp · ARES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 26, 2018
Accepted (ET)
Dec 6, 2018 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001176948
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F6,F7,F8 | holding | — | — | — | 34,434,479 | I | See footnotes | |
| Class B Common StockF2,F6,F7,F8 | holding | — | — | — | 1,000 | I | See footnotes | |
| Class C Common StockF3,F6,F7,F8 | holding | — | — | — | 1 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ares Operating Group UnitsF4,F5,F6,F7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 117,047,394 | — | I |
Explanation of responses
- F1The amount reported reflects an aggregate of 34,434,479 shares of Class A Common Stock held by Ares Owners Holdings L.P. ("AOH") on behalf of its limited partners.
- F2Ares Management GP LLC ("Ares GP") is the holder of the Issuer's Class B common stock. Ares Partners Holdco LLC ("Ares Partners") is the sole member of Ares GP.
- F3Ares Voting LLC ("Ares VoteCo") is the holder of the Issuer's Class C common stock. Ares Partners is the sole member of Ares VoteCo.
- F4Pursuant to the terms of the Fourth Amended and Restated Exchange Agreement, dated as of November 26, 2018, among Ares Holdings Inc., Ares Holdco LLC, Ares Holdings L.P., Ares Investments L.P., AI Holdco LLC, Ares AI Holdings L.P., the Issuer, Ares Offshore Holdings L.P., AOF Holdco LLC, Ares Offshore Holdings, Ltd. and each Ares Operating Group Limited Partner (as defined in the Exchange Agreement), and certain requirements and restrictions, the partnership units of the Ares Operating Group ("AOG units") are exchangeable for shares of the Issuer's Class A common stock, $0.01 par value ("Class A Common Stock") on a one-for-one basis, subject to the following transfer restrictions: from and after the second anniversary date of the closing of the Issuer's initial public offering, up to 20% of the Class A Common Stock may be exchanged or transferred in each of the subsequent five years.
- F5The amount reported reflects an aggregate of 117,047,394 AOG Units held by AOH on behalf of its limited partners.
- F6The general partner of AOH is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over decisions by Ares Partners' board of managers.
- F7Each of Ares Partners, AOH, Ares GP and Ares VoteCo (collectively, the "Ares Entities") (other than with respect to AOH, Ares GP and Ares VoteCo with respect to the securities each holds directly), and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity 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 purposes.
- F8The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.