SEC FORM 4

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).

1. Name and Address of Reporting Person^*

deVeer R. Kipp

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ares Management Corp [ ARES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Credit Group

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/25/2021		M		42,274	A	$19	922,500⁽¹⁾	D
Class A Common Stock	05/25/2021		F		29,401	D	$54.44	893,099⁽¹⁾	D
Class A Common Stock	05/26/2021		S		126,787	D	$54.62⁽²⁾	766,312⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$19	05/25/2021		M			42,274	⁽³⁾	04/30/2024	Class A Common Stock	42,274	$19	84,546	D
Restricted Units	⁽⁴⁾⁽⁵⁾							⁽⁴⁾⁽⁵⁾	01/22/2029	Class A Common Stock	300,000		300,000	D
Ares Operating Group Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,810,409		1,810,409	I	By Ares Owners Holdings L.P.⁽⁷⁾

Explanation of Responses:

1. Includes 663,614 restricted units granted under the Ares Management Corporation Third Amended and Restated Equity Incentive Plan (the "Equity Incentive Plan"). These restricted units vest in installments in accordance with the applicable restricted unit award agreement.

2. The price reported in Column 4 is a weighted average price. These shares were sold on May 26, 2021 in multiple transactions at prices ranging from $54.50 to $54.90. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The options are fully vested as of May 1, 2019.

4. The restricted units were granted on January 22, 2021 pursuant to the Equity Incentive Plan, each of which represents the right to receive one share of Class A Common Stock upon vesting. The restricted units are subject to market price-based vesting conditions as follows: (i) 100,000 units will vest if, over all trading days that occur during any 30 consecutive calendar day period on or prior to January 22, 2029, the volume-weighted average price per share of Class A Common Stock is at least $60.00; (ii) 100,000 units will vest if, over all trading days that occur during any 30 consecutive calendar day period on or prior to January 22, 2029, the volume-weighted average price per share of Class A Common Stock is at least $65.00; (Continued in footnote 5)

5. and (iii) 100,000 units will vest if, over all trading days that occur during any 30 consecutive calendar day period on or prior to January 22, 2029, the volume-weighted average price per share of Class A Common Stock is at least $75.00, in each case generally subject to the reporting person's continued service through the applicable vesting date

6. Pursuant to the terms of the Fifth Amended and Restated Exchange Agreement, dated as of April 1, 2021, among Ares Holdco LLC, Ares Holdings L.P., Ares Management Corporation, and each Ares Operating Group Limited Partner (as defined in the exchange agreement), and subject to certain requirements and restrictions, the partnership units of the Ares Operating Group ("AOG units") are exchangeable for shares of Class A Common Stock on a one-for-one basis.

7. 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 shares of 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.

Remarks:

	/s/ Naseem Sagati Aghili, by power of attorney	05/27/2021
	** 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.
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