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*
McFerran Michael R

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO & CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/20/2021 A 9,634(1) A $0 815,874(2) D
Class A Common Stock 01/20/2021 F 5,836(3) D $46.42 810,038(4) D
Class A Common Stock 01/21/2021 A 112,500(5) A $0 922,538(6) D
Class A Common Stock 05/07/2020 M 50,000 A $18.35(7) 809,728 D
Class A Common Stock 08/27/2020 M 30,000 A $18.35(7) 742,228 D
Class A Common Stock 09/02/2020 M 30,000 A $18.35(7) 742,228 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Units (8)(9) 01/21/2021 A 450,000 (8)(9) 01/22/2029 Class A Common Stock 450,000 $0 450,000 D
Options (Right to Buy) $18.35(10) (11) 03/23/2025 Class A Common Stock 144,453 144,453 D
Options (Right to Buy) $18.35(10) 05/07/2020 M 50,000 (11) 03/23/2025 Class A Common Stock 50,000 $18.35(10) 204,453 D
Options (Right to Buy) $18.35(10) 08/27/2020 M 30,000 (11) 03/23/2025 Class A Common Stock 30,000 $18.35(10) 174,453 D
Options (Right to Buy) $18.35(10) 09/02/2020 M 30,000 (11) 03/23/2025 Class A Common Stock 30,000 $18.35(10) 144,453 D
Explanation of Responses:
1. Granted under the Ares Management Corporation Second Amended and Restated 2014 Equity Incentive Plan (the "Equity Incentive Plan"). Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restrictions on such units are scheduled to lapse in four equal installments on January 20, 2022, 2023 and 2024.
2. Includes 755,686 restricted units granted under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restricted units vest in installments in accordance with the applicable restricted unit award agreement.
3. Consists of Class A Common Stock withheld by the Issuer in order to satisfy the minimum tax withholding obligations of the reporting person arising in connection with the vesting of restricted units representing the right to receive one share of Class A Common Stock under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting.
4. Includes 739,149 restricted units granted under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restricted units vest in installments in accordance with the applicable restricted unit award agreement.
5. Granted under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restrictions on such units are scheduled to lapse in four equal installments on January 31, 2023, 2024, 2025 and 2026.
6. Includes 851,649 restricted units granted under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restricted units vest in installments in accordance with the applicable restricted unit award agreement.
7. The price in column 4 reported in this Form 4 corrects a scriveners' error in previously reported Forms 4 (filed on May 8, 2020, August 31, 2020 and September 3, 2020).
8. 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) 112,500 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 $55.00; (ii) 112,500 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; (Continued in footnote 8)
9. (iii) 112,500 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; (iv) 112,500 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.
10. The price in column 2 and column 8 reported in this Form 4 corrects a scriveners' error in previously reported Forms 4 (filed on May 8, 2020, August 31, 2020 and September 3, 2020).
11. The options are fully vested as of March 23, 2020.
Remarks:
/s/ Naseem Sagati Aghili, by power of attorney 01/22/2021
** 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).
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