Sec Form 13G Filing - Ares Partners Holdco LLC filing for Ares Management Corp (ARES) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 03990B 101

1.

Names of Reporting Persons
Ares Partners Holdco LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
148,329,966 (see Item 4(a))

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
148,329,966 (see Item 4(a))

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
148,329,966 (see Item 4(a))

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
64.0% (see Item 4(b))

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 03990B 101

1.

Names of Reporting Persons
Ares Owners Holdings L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
148,329,966 (see Item 4(a))

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
148,329,966 (see Item 4(a))

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
148,329,966 (see Item 4(a))

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
64.0% (see Item 4(b))

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer
Ares Management Corporation

(b)

Address of Issuer’s Principal Executive Offices
2000 Avenue of the Stars, 12th Floor

Los Angeles, California 90067

Item 2.

(a)

Name of Person Filing
Ares Partners Holdco LLC (“Ares Partners”)

Ares Owners Holdings L.P. (“Ares Owners” and, together with Ares Partners, the “Ares Filing Persons”)

(b)

Address of Principal Business Office or, if none, Residence
For each Ares Filing Person:

2000 Avenue of the Stars, 12th Floor

Los Angeles, California 90067

(c)

Citizenship
For each Ares Filing Person, Delaware

(d)

Title of Class of Securities
Class A common stock, par value $0.01 per share (“Class A Common Stock”)

(e)

CUSIP Number
03990B 101

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

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

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

The securities reported on this Schedule 13G includes an aggregate of 31,688,133 shares of Class A Common Stock held by Ares Owners on behalf of its limited partners and an aggregate of 116,641,833 partnership units of the Ares Operating Group (“AOG Units”) held by Ares Owners on behalf of its limited partners. Each AOG Unit is exchangeable for one share of Class A Common Stock, subject to certain restrictions.

The general partner of Ares Owners is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (each a “Board Member” and collectively, the “Board Members”). Mr. Ressler generally has veto authority over decisions of the Board Members. The shares of Class A Common Stock held by Ares Owners, if aggregated with the shares beneficially owned by each of the individual Board Members, would equal 152,676,579 shares of Class A Common Stock in the aggregate, including shares that may be acquired upon the exchange of AOG Units held by Ares Owners and shares of Class A Common Stock that may be acquired by the individual Board Members upon the vesting of or exercise of Restricted Units or stock options held by such Board Member, representing 64.81% of the outstanding shares of Class A Common Stock (assuming the exchange of AOG Units held by Ares Owners and the vesting of or exercise of Restricted Units and stock options held by the Board Members).

(b)

Percent of class:   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference. The percentage amount is based on an aggregate of 115,242,028 shares of Class A Common Stock outstanding as of December 31, 2019, and assumes the exchange of all of the AOG Units held by Ares Owners.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(ii)

Shared power to vote or to direct the vote    

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(iii)

Sole power to dispose or to direct the disposition of   

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(iv)

Shared power to dispose or to direct the disposition of   

The information contained on the cover page to this Schedule 13G is incorporated herein 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   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Board Member

Class A Common Stock

AOG Units

Total

Michael J Arougheti

2,030,052

10,421,596

12,451,648

Ryan Berry

0

46,866

46,866

R. Kipp deVeer

74,866

2,160,598

2,235,464

David B. Kaplan

3,355,052

10,421,596

13,776,648

Michael R. McFerran

0

0

0

Antony P. Ressler

16,020,778

49,764,375

65,785,153

Bennett Rosenthal

3,355,052

10,421,596

13,776,648

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable

February 14, 2020

Date

/s/ Christina Oh

Signature

Christina Oh/ Authorized Signatory

Name/Title

Februray 14, 2020

Date

/s/ Christina Oh

Signature

Christina Oh/ Authorized Signatory

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).