Sec Form 4 Filing - Arougheti Michael J @ Ares Management Corp - 2021-01-21

Insider filing report for Changes in Beneficial Ownership
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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
Arougheti Michael J
2. Issuer Name and Ticker or Trading Symbol
Ares Management Corp [ ARES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Founder, CEO and President
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2021
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 01/21/2021 A 300,000 ( 1 ) A $ 0 721,412 ( 2 ) D
Class A Common Stock 1,102,908 I By Ares Owners Holdings L.P. ( 3 )
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
Restricted Units ( 4 ) ( 5 ) 01/21/2021 A 1,200,000 ( 4 )( 5 ) 01/22/2029 Class A Common Stock 1,200,000 $ 0 1,200,000 D
Ares Operating Group Units ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Class A Common Stock 10,421,596 10,421,596 I By Ares Owners Holdings L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arougheti Michael J
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X Co-Founder, CEO and President
Signatures
/s/ Naseem Sagati Aghili, by power of attorney 01/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted under the Ares Management Corporation Second Amended and Restated 2014 Equity Incentive Plan (the "Equity Incentive Plan"). Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restrictions on such units are scheduled to lapse in four equal installments on January 31, 2023, 2024, 2025 and 2026.
( 2 )Includes 633,332 restricted units granted under the Equity Incentive Plan. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. These restricted units vest in installments in accordance with the applicable restricted unit award agreement.
( 3 )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 Class A Common Stock. The shares of Class A Common Stock indirectly held by the reporting person or the vehicle are the number of shares of Class A Common Stock that he or the vehicle has a right to receive as a limited partner in AOH.
( 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) 300,000 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 $55.00; (ii) 300,0000 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; (Continued in footnote 5)
( 5 )(iii) 300,000 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; (iv) 300,0000 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 Third Amended and Restated Exchange Agreement, dated as of May 4, 2018, among Ares Holdings Inc., Ares Holdco LLC, Ares Holdings L.P., AI Holdco LLC, Ares Investments L.P., Ares AI Holdings L.P., Ares Management Corporation, Ares Management GP LLC, Ares Offshore Holdings L.P., AOF Holdco LLC, Ares Offshore Holdings, Ltd., 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.

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