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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | $ 16 | 09/25/2024 | S | 125,000 | (1) | (1) | Common Stock | 7,812,500 | $ 1,076.4 | 0 | I | See footnotes (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARES MANAGEMENT LLC 1800 AVENUE OF THE STARS, SUITE 1400 LOS ANGELES, CA 90067 |
X | |||
| ASOF Investment Management LLC 1800 AVENUE OF THE STARS, SUITE 1400 LOS ANGELES, CA 90067 |
X | |||
| ASOF Holdings I, L.P. 1800 AVENUE OF THE STARS, SUITE 1400 LOS ANGELES, CA 90067 |
X | |||
| Ares Capital Management LLC 1800 AVENUE OF THE STARS, SUITE 1400 LOS ANGELES, CA 90067 |
X | |||
| ARES CAPITAL CORP 1800 AVENUE OF THE STARS, SUITE 1400 LOS ANGELES, CA 90067 |
X | |||
| Ares Management LLC, By: /s/ Anton Feingold, Authorized Signatory | 09/27/2024 | |
| **Signature of Reporting Person | Date | |
| ASOF Investment Management LLC, By: /s/ Evan Hoole, Authorized Signatory | 09/27/2024 | |
| **Signature of Reporting Person | Date | |
| ASOF Holdings I, L.P., By: ASOF Investment Management LLC, its manager, By: /s/ Evan Hoole, Authorized Signatory | 09/27/2024 | |
| **Signature of Reporting Person | Date | |
| Ares Capital Management LLC, By: /s/ Joshua Bloomstein, Authorized Signatory | 09/27/2024 | |
| **Signature of Reporting Person | Date | |
| Ares Capital Corporation, By: /s/ Joshua Bloomstein, Authorized Signatory | 09/27/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each share of Series A Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock at an initial conversion price of $16.00 per share and at an initial conversion rate of 62.50 shares of Common Stock per share of Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| (2) | Includes 1,562,500 shares of Common Stock underlying 25,000 shares of Series A Preferred Stock previously held of record by Ares Capital Corporation ("Ares Capital") and 6,250,000 shares of Common Stock underlying 100,000 shares of Series A Preferred Stock previously held of record by ASOF Holdings I, L.P. ("ASOF Holdings I"). |
| (3) | Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings L.P., which is the sole member of Ares Management LLC, which is: (i) the sole member of ASOF Investment Management LLC, which is the manager of ASOF Holdings I; and (ii) the sole member of Ares Capital Management LLC, which is the investment advisor of Ares Capital. We refer to all of the foregoing entities collectively as the Ares Entities. |
| (4) | Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. 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 (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners. |
| Remarks: Due to the limitations of the electronic filing system, each of Ares Partners Holdco LLC, Ares Voting LLC, Ares Management GP LLC, Ares Management Corporation, Ares Holdco LLC and Ares Management Holdings L.P. are filing a separate Form 4. |
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