Sec Form 4 Filing - Ares Corporate Opportunities Fund II, L.P. @ NORTEK INC - 2014-10-09

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Ares Corporate Opportunities Fund II, L.P.
2. Issuer Name and Ticker or Trading Symbol
NORTEK INC [ NTK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2014
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 10/09/2014 X 55,562 A $ 52.8 6,266,897 ( 1 ) I See footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 10/09/2014 S( 5 ) 38,779 D $ 75.65 ( 6 ) 6,228,118 I See footnotes ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock $ 52.8 10/09/2014 X 55,562 12/17/2009 12/17/2014 Common Stock 55,562 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ares Corporate Opportunities Fund II, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
ACOF Operating Manager II, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
ARES CORPORATE OPPORTUNITIES FUND III LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
ACOF Operating Manager III LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Ares Holdings Inc.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
ARES MANAGEMENT LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Ares Management GP LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Signatures
Michael Weiner, Authorized Signatory of ACOF OPERATING MANAGER II, L.P., Manager, for ARES CORPORATE OPPORTUNITIES FUND II, L.P. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ACOF OPERATING MANAGER II, L.P. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory of ACOF OPERATING MANAGER III, LLC, Manager, for ARES CORPORATE OPPORTUNITIES FUND III, L.P. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ACOF OPERATING MANAGER III, LLC 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ARES MANAGEMENT LLC 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ARES MANAGEMENT HOLDINGS L.P. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ARES HOLDINGS INC. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for Ares Management GP LLC, general partner for ARES MANAGEMENT, L.P. 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ARES MANAGEMENT GP LLC 10/14/2014
Signature of Reporting Person Date
Michael Weiner, Authorized Signatory, for ARES PARTNERS HOLDCO LLC 10/14/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount reported reflects 2,976,500 shares owned of record by Ares Corporate Opportunities Fund II, L.P. ("ACOF II") and 3,280,320 shares owned of record by Ares Corporate Opportunities Fund III, L.P. ("ACOF III"). The amount reported also includes 4,625 shares held by Bennett Rosenthal, 4,625 shares held by Daniel C. Lukas and 827 shares held by James B. Hirshorn, which represent shares granted to Messrs. Rosenthal, Lukas and Hirshorn in their respective capacities as directors of the Issuer. Messrs. Rosenthal, Lukas and Hirshorn are associated with Ares Management LLC ("Ares Management LLC") and certain of the other Ares Entities (as defined below). Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn hold these securities as a nominee on behalf of, and for the sole benefit of, the Ares Entities and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities.
( 2 )The manager of ACOF II is ACOF Operating Manager II, L.P. ("ACOF Operating II") and the general partner of ACOF Operating II is Ares Management, Inc. ("Ares Inc."). Ares Inc. is owned by Ares Management LLC. The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating III") and the sole member of ACOF Operating III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. ("Ares Management"). (Continued in footnote 3)
( 3 )The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with ACOF II, ACOF III, ACOF Operating II, ACOF Operating III, Ares Management LLC, Ares Management Holdings, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is comprised of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Mr. Rosenthal. (Continued to footnote 4)
( 4 )Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities (other than ACOF II and ACOF III, with respect to the shares held directly by it) and the members of the Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
( 5 )On October 9, 2014, ACOF II exercised a warrant to purchase 55,562 shares of common stock for $52.80 per share. ACOF II paid the exercise price on a cashless basis, resulting in the issuer withholding 38,779 of the warrant shares and issuing to ACOF II the remaining 16,783 shares of common stock.
( 6 )Reflects the average of the closing price of the issuer's common stock for the 20 business days ending on the date immediately preceding the exercise of the warrant in accordance with the net exercise provisions of the warrant.

Remarks:
Ares Management Holdings L.P. was formerly known as Ares Management Holdings LLC.

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