Sec Form 4 Filing - ARES MANAGEMENT LLC @ Gastar Exploration Inc. - 2017-05-02

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
ARES MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Gastar Exploration Inc. [ GST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
05/02/2017
(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, $0.001 par value 05/02/2017 P 25,456,521 ( 1 ) A $ 1.47 54,864,826 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock, $0.001 par value 05/02/2017 A 52,910 A $ 0 52,910 I See footnote ( 6 )
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
6.00% Convertible Notes due 2022 $ 2.21 ( 7 ) 05/02/2017 P 05/02/2017 03/01/2022 Common Stock, $0.001 par value 73,520,757 $ 162,500,000 $ 162,500,000 I See footnotes ( 8 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
AF V Energy I AIV B1, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
ACOF Investment Management LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS, 12TH FL
LOS ANGELES, CA90067
X X
Ares Holdco LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Holdings Inc.
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X X
ARES MANAGEMENT LP
2000 AVE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Management GP LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X X
Signatures
/s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ACOF INVESTMENT MANAGEMENT LLC, manager of AV V ENERGY I AIV B1, L.P. 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ACOF INVESTMENT MANAGEMENT LLC 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC 05/04/2017
Signature of Reporting Person Date
/s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 05/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount reported reflects an aggregate 25,456,521 shares of the Issuer's common stock, par value $0.001 ("Common Stock") acquired in the following individual amounts: 1,264,680 shares by AF V Energy I AIV A1, L.P., 1,253,140 shares by AF V Energy I AIV A2, L.P., 1,255,176 shares by AF V Energy I AIV A3, L.P., 1,261,286 shares by AF V Energy I AIV A4, L.P., 1,268,074 shares by AF V Energy I AIV A5, L.P., 1,259,928 shares by AF V Energy I AIV A6, L.P., 1,232,096 shares by AF V Energy I AIV A7, L.P., 1,248,388 shares by AF V Energy I AIV A8, L.P., 1,264,680 shares by AF V Energy I AIV A9, L.P., 1,264,680 shares by AF V Energy I AIV A10, L.P., 1,248,388 shares by AF V Energy I AIV A11, L.P., 1,232,774 shares by AF V Energy I AIV A12, L.P., 1,485,303 shares by AF V Energy I AIV A13, L.P., and 8,917,928 shares by AF V Energy I AIV B1, L.P.
( 2 )The amount reported reflects an aggregate 54,864,826 shares of Common Stock directly held in the following individual amounts: 2,725,730 shares by AF V Energy I AIV A1, L.P., 2,701,078 shares by AF V Energy I AIV A2, L.P., 2,704,798 shares by AF V Energy I AIV A3, L.P., 2,718,589 shares by AF V Energy I AIV A4, L.P., 2,732,870 shares by AF V Energy I AIV A5, L.P., 2,715,545 shares by AF V Energy I AIV A6, L.P., 2,655,683 shares by AF V Energy I AIV A7, L.P., 2,690,706 shares by AF V Energy I AIV A8, L.P., 2,725,730 shares by AF V Energy I AIV A9, L.P., 2,725,730 shares by AF V Energy I AIV A10, L.P., 2,690,706 shares by AF V Energy I AIV A11, L.P., 2,656,361 shares by AF V Energy I AIV A12, L.P., 3,201,100 shares by AF V Energy I AIV A13, L.P., and 19,220,200 shares by AF V Energy I AIV B1, L.P.
( 3 )The manager of the foregoing entities (collectively, the "Purchasers") identified in footnotes (1) and (2) is ACOF Investment Management LLC ("ACOF"). The sole member of ACOF is Ares Management LLC, and 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 Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. ("Ares Management").
( 4 )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 the Purchasers, ACOF, Ares Management LLC, Ares Management Holdings, Ares Holdco, 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, R. Kipp deVeer, David Kaplan, 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 Purchaser, with respect to the securities 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 the securities reported on this Form 4, 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 pecu niary 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.
( 6 )The amount reported reflects 52,910 shares held by Nathan Walton, which represents shares granted to Mr. Walton in his capacity as a director of the Issuer. Mr. Walton is associated with Ares Management LLC and certain of the other Ares Entities (as defined above). Pursuant to the policies of the Ares Entities, Mr. Walton holds 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.
( 7 )The initial conversion rate of 452.4355 per $1,000 principal amount of the Issuer's 6.00% Convertible Notes due 2022 (the "Convertible Notes") is equivalent to an initial conversion price of approximately $2.21 per share of the Common Stock.
( 8 )The amount reported reflects an aggregate 73,520,757 shares of Common Stock that may be issued upon the conversion of the Convertible Notes directly held in the following individual amounts: 3,652,511 shares by AF V Energy I AIV A1, L.P., 3,619,483 shares by AF V Energy I AIV A2, L.P., 3,624,460 shares by AF V Energy I AIV A3, L.P., 3,643,010 shares by AF V Energy I AIV A4, L.P., 3,662,012 shares by AF V Energy I AIV A5, L.P., 3,638,938 shares by AF V Energy I AIV A6, L.P., 3,558,857 shares by AF V Energy I AIV A7, L.P., 3,605,910 shares by AF V Energy I AIV A8, L.P., 3,652,511 shares by AF V Energy I AIV A9, L.P., 3,652,511 shares by AF V Energy I AIV A10, L.P., 3,605,910 shares by AF V Energy I AIV A11, L.P., 3,559,309 shares by AF V Energy I AIV A12, L.P., 4,289,540 shares by AF V Energy I AIV A13, L.P., and 25,755,795 shares by AF V Energy I AIV B1, L.P.

Remarks:
Ares Management LLC and its affiliates designated two individuals who were appointed to the board of directors of the Issuer on May 2, 2017. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization.

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