Sec Form 4 Filing - ARES CORPORATE OPPORTUNITIES FUND III LP @ Smart & Final Stores, Inc. - 2015-04-20

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 III LP 2. Issuer Name and Ticker or Trading Symbol Smart & Final Stores, Inc. [ SFS] 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) 04/20/2015 (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, par value $0.001 04/20/2015 S 9,982,788 ( 1 ) D $ 18.5 45,117,212 ( 2 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARES CORPORATE OPPORTUNITIES FUND III LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Corporate Opportunities Fund IV, L.P. 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 ACOF Operating Manager IV, 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 /s/ Michael D. Weiner, by Authorized Signatory of ACOF Operating Manager III, LLC, Manager for ARES CORPORATE OPPORTUNITITES FUND III, L.P. 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ACOF Operating Manager IV, LLC, Manager for ARES CORPORATE OPPORTUNITITES FUND IV, L.P. 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ACOF OPERATING MANAGER III, LLC 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ACOF OPERATING MANAGER IV, LLC 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC., general partner for ARES MANAGEMENT HOLDINGS L.P. 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC. 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of Ares Management GP LLC, general partner for ARES MANAGEMENT, L.P. 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC 04/20/2015 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 04/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount reported reflects 4,991,394 shares owned of record by Ares Corporate Opportunities Fund III, L.P. ("ACOF III") and 4,991,394 shares owned of record by Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV"). ( 2 )The amount reported reflects 22,558,606 shares owned of record by ACOF III and 22,558,606 shares owned of record by ACOF IV. ( 3 )The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III"), and the sole member of ACOF Operating Manager III is Ares Management LLC ("Ares Management LLC"). The manager of ACOF IV is ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), and the sole member of ACOF Operating Manager IV is Ares Management LLC. (Continued in footnote 4) ( 4 )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"). 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 III, ACOF IV, ACOF Operating Manager III, ACOF Operating Manager IV, 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 composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. (Continued in footnote 5) ( 5 )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 each of ACOF III and ACOF IV with respect to the shares held directly by it) and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly 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.

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).

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