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*
Berry Ryan

(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)
Chief Mktg. & Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2021
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 04/08/2021 M 25,000 A (1) 731,695(2) D
Class A Common Stock 04/08/2021 F 12,393(3) D $55.34 719,302(2) D
Class A Common Stock 2,700 I By Retirement Savings Plan
Class A Common Stock 7,387 I By Spouse's SEP IRA
Class A Common Stock 139,315 I By Reporting Person and Spouse as joint tenants with right of survivorship
Class A Common Stock 5,003 I By IRA
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 (4)(5) 04/08/2021 M 25,000 (4)(5) 01/22/2029 Class A Common Stock 25,000 $0 75,000 D
Ares Operating Group Units (6)(7) (6)(7) (6)(7) Class A Common Stock 46,866 46,866 I Ares Owners Holdings L.P.(8)
Options (Right to Buy) $19 (9) 04/30/2024 Class A Common Stock 422,728 422,728 D
Explanation of Responses:
1. Reflects the vesting of 25,000 restricted units granted on January 22, 2021 under the Ares Management Corporation Second Amended and Restated 2014 Equity Incentive Plan (the "Equity Incentive Plan") on April 8, 2021 pursuant to the vesting conditions of such restricted units. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting.
2. Includes 706,695 restricted units granted under the Equity Incentive Plan. These 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.
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) 25,000 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) 25,000 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) 25,000 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, (Continued in footnote 7)
7. 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, subject to the following transfer restrictions: up to 20% of the shares of Class A Common Stock may be transferred in each of the subsequent five years after May 7, 2014.
8. 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.
9. The options are fully vested as of May 1, 2019.
Remarks:
/s/ Naseem Sagati Aghili 04/12/2021
** 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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