Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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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. 3)*
Ares Management Corporation
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
03990B 101
(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:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting 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 ("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).
| 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 134,565,472 (see Item 4(a)) | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 134,565,472 (see Item 4(a)) | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 134,565,472 (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) 46.3% (see Item 4(b)) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
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| 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 134,565,472 (see Item 4(a)) | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 134,565,472 (see Item 4(a)) | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 134,565,472 (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) 46.3% (see Item 4(b)) | ||||
| 12. | Type of Reporting Person (See Instructions) PN | ||||
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| Item 1. | |||
| (a) | Name of Issuer Ares Management Corporation | ||
| (b) |
Address of Issuer’s Principal Executive Offices Los Angeles, California 90067 | ||
| Item 2. | |||
| (a) |
Name of Person Filing 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 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:____________________________ | |
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| 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 15,956,140 shares of Class A Common Stock held by Ares Owners on behalf of its limited partners and an aggregate of 118,609,332 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, 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 139,007,258 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 47.5% 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 page to this Schedule 13G is incorporated herein by reference. All percentage amounts used in this Schedule 13G are based on (i) an aggregate of 171,841,216 shares of Class A Common Stock outstanding as of December 31, 2021, and (ii) assume the exchange of all of the AOG Units held by Ares Owners, for a total of 290,450,548 shares of Class A Common Stock.
| ||
| (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. | |||
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| The limited partners of Ares Owners have the right to receive dividends from, or proceeds from the sale of, the shares of Class A Common Stock that are held of record by Ares Owners on behalf of such limited partner. Ares Owners holds greater than 5% of the shares of Class A Common Stock on behalf of Mr. Ressler, or on behalf of a vehicle Mr. Ressler controls. No other person has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the shares of Class A Common Stock reported on this Schedule 13G. | |
Ares Owners holds the following amounts of shares of Class A Common Stock and AOG Units on behalf of the individual Board Members, or on behalf of a vehicle controlled by such Board Member, in their capacity as limited partners of Ares Owners:
| Board Member | Class A Common Stock | AOG Units | Total | |||||||||
| Michael J Arougheti | 150,258 | 10,421,596 | 10,571,854 | |||||||||
| Ryan Berry | 0 | 46,866 | 46,866 | |||||||||
| R. Kipp deVeer | 0 | 1,510,409 | 1,510,409 | |||||||||
| David B. Kaplan | 1,180,052 | 10,421,596 | 11,601,648 | |||||||||
| Antony P. Ressler | 13,520,778 | 49,764,375 | 63,285,153 | |||||||||
| Bennett Rosenthal | 1,105,052 | 10,421,596 | 11,526,648 | |||||||||
| 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 | |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ARES PARTNERS HOLDCO LLC
| February 14, 2022 | |
| Date | |
| /s/ Naseem Sagati Aghili | |
| Signature | |
Naseem Sagati Aghili / Authorized Signatory | |
| Name/Title |
ARES OWNERS HOLDINGS L.P.
By: ARES PARTNERS HOLDCO LLC
Its: General Partner
| February 14, 2022 | |
| Date | |
| /s/ Naseem Sagati Aghili | |
| Signature | |
Naseem Sagati Aghili / Authorized Signatory | |
| Name/Title |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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