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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARES MANAGEMENT LP [ ARES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Units | 05/01/2014 | J(1) | 3,355,052 | A | (1) | 3,355,052 | I | By Ares Owners Holdings L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Ares Operating Group Units | (3)(4) | 05/01/2014 | J(1) | 10,421,596 | (3)(4) | (3)(4) | Common Units | 10,421,596 | (1) | 10,421,596 | I | By Ares Owners Holdings L.P.(5) |
Explanation of Responses: |
1. These units were acquired as a result of the unitization as described in the Registration Statement on Form S-1 (File No. 333-194919), as amended, filed by Ares Management, L.P. (the "Issuer") with the U.S. Securities and Exchange Commission on March 31, 2014. |
2. The reporting person or a vehicle controlled by him is a limited partner in Ares Owners Holdings L.P. ("AOH"), the direct holder of the common units representing limited partner interests (the "Common Units") of the Issuer. The Common Units indirectly held by the reporting person or the vehicle are the number of Common Units that he or the vehicle has a right to receive as a limited partner in AOH. |
3. Pursuant to the terms of the exchange agreement, dated as of May 1, 2014, among Ares Domestic Holdings Inc., Ares Domestic Holdings L.P., Ares Holdings Inc., Ares Holdings L.P., Ares Investments L.P., Ares Management, L.P., Ares Management GP LLC, Ares Offshore Holdings L.P., Ares Offshore Holdings, Ltd., Ares Real Estate Holdings L.P., Ares Real Estate Holdings LLC and each Ares Operating Group Limited Partner (as defined in the exchange agreement), and subject to certain requirements and restrictions, (continued in footnote 4) |
4. the partnership units of the Ares Operating Group ("AOG units") are exchangeable for Common Units on a one-for-one basis, from and after the second anniversary date of the closing of the Issuer's initial public offering, subject to the following transfer restrictions: none of the Common Units may be transferred or exchanged prior to the second anniversary date of the closing of the Issuer's initial public offering; up to 20% of the Common Units may be transferred in each of the subsequent five years. |
5. The reporting person or a vehicle controlled by him is a limited partner in AOH, the direct holder of the AOG units. The AOG units indirectly held by the reporting person or the vehicle are the number of AOG units that he or the vehicle has a right to receive as a limited partner in AOH. |
/s/ Michael D. Weiner, by power of attorney | 05/05/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |