Amended Statement of Ownership (sc 13g/a)
14 Februar 2022 - 10:29PM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ares Management Corporation
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
03990B 101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ |
Rule
13d-1(b) |
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Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 03990B 101 |
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1. |
Names of Reporting Persons
Bennett Rosenthal |
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2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
United States of America |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
0 (see Item 4(a)) |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
0 (see Item 4(a)) |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
0 (see Item 4(a)) |
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10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percent of Class Represented by
Amount in Row (9)
0% (see Item 4(b)) |
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12. |
Type of Reporting Person (See Instructions)
IN |
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Item
1. |
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(a) |
Name
of Issuer:
Ares Management Corporation |
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(b) |
Address of Issuer’s Principal Executive Offices:
2000 Avenue of the Stars, 12th Floor
Los Angeles, California 90067
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Item
2. |
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(a) |
Name
of Person Filing:
Bennett
Rosenthal |
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(b) |
Address of Principal Business Office or, if none, Residence:
2000 Avenue of the Stars, 12th Floor
Los Angeles, California 90067
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(c) |
Citizenship:
United States of America |
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(d) |
Title
of Class of Securities:
Class A common stock, par value $0.01 per share (“Class A Common
Stock”) |
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(e) |
CUSIP
Number:
03990B 101 |
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Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a: |
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(a) |
o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
o |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
o |
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
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(k) |
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
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Item
4. |
Ownership |
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Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1. |
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(a) |
Amount beneficially owned:
Mr. Rosenthal, together with Ryan Berry, R. Kipp deVeer, David B.
Kaplan, Antony P. Ressler and Michael J Arougheti (each, a “Board
Member” and collectively, the “Board Members”) manage Ares Partners
Holdco LLC (“Ares Partners”). Mr. Ressler generally has veto
authority over decisions of the Board Members. Ares Partners is the
general partner of Ares Owners Holdings L.P. (“Ares Owners”). Ares
Owners directly holds 15,956,140 shares of Class A Common Stock on
behalf of its limited partners and an aggregate of 118,609,332
partnership units of the Ares Operating Group (“AOG Units”) on
behalf of its limited partners. Each AOG Unit is exchangeable for
one share of Class A Common Stock, subject to certain restrictions.
Ares Owners holds 1,105,052 shares of Class A Common Stock and
10,421,596 AOG Units on behalf of Mr. Rosenthal, or on behalf of a
vehicle controlled by Mr. Rosenthal, as a limited partner of Ares
Owners. Mr. Rosenthal expressly disclaims beneficial ownership of
these shares, and any shares that may be acquired upon exchange of
the AOG Units, for purposes of Section 13(d) of the Act and the
rules thereunder. Based solely on information reported in
Statements on Schedule 13G filed by Ares Owners and the other Board
Members, the shares of Class A Common Stock held by Ares Owners, if
aggregated with the shares beneficially owned by each of the
individual Board Members, would equal 139,007,258 shares of Class A
Common Stock in the aggregate, including shares that may be
acquired upon the exchange of AOG Units held by Ares Owners and
shares of Class A Common Stock that may be acquired by the
individual Board Members upon the vesting of or exercise of
Restricted Units or stock options held by such Board Member,
representing 47.5% of the outstanding shares of Class A Common
Stock (assuming the exchange of AOG Units held by Ares Owners and
the vesting of or exercise of Restricted Units and stock options
held by the Board Members).
Mr. Rosenthal expressly disclaims the existence of, or membership
in, a “group” within the meaning of Section 13(d)(3) of the Act and
Rule 13d-5(b) thereunder with Ares Owners, Ares Partners, and the
other Board Members, as well as beneficial ownership with respect
to any shares of Class A Common Stock beneficially owned by Ares
Owners, Ares Partners, or the other Board Members, and neither the
filing of this Statement on Schedule 13G nor any of its contents
shall be deemed to constitute an admission by Mr. Rosenthal that he
is the beneficial owner of any of the shares of Class A Common
Stock referred to herein for purposes of Section 13(d) of the Act
other than those shares reported on the cover page of this Schedule
13G, and such beneficial ownership is expressly disclaimed by Mr.
Rosenthal.
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(b) |
Percent of class:
The information contained on the cover page to this Schedule 13G is
incorporated herein by reference. The percentage amount is based on
an aggregate of 171,841,216 shares of Class A Common Stock
outstanding as of December 31, 2021.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
The information contained on the cover page to this Schedule 13G is
incorporated herein by reference.
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(ii) |
Shared power to vote or to direct the
vote
The information contained on the cover page to this Schedule 13G is
incorporated herein by reference.
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(iii) |
Sole power to dispose or to direct the disposition
of
The information contained on the cover page to this Schedule 13G is
incorporated herein by reference.
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(iv) |
Shared power to dispose or to direct the disposition
of
The information contained on the cover page to this Schedule 13G is
incorporated herein by reference.
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Item
5. |
Ownership
of Five Percent or Less of a Class |
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If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o. |
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Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person |
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Not
applicable |
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Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control
Person |
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Not
applicable |
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Item
8. |
Identification
and Classification of Members of the Group |
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Not
applicable |
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Item
9. |
Notice
of Dissolution of Group |
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Not
applicable |
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Item
10. |
Certification |
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Not
applicable |
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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February
14, 2022 |
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Date |
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/s/ Bennett Rosenthal |
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Signature |
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Bennett Rosenthal |
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Name/Title |
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001). |
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