Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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
California Resources Corp [ CRC]
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)
06/09/2021
(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 $0.01 06/09/2021 S 202,995 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) D $ 32.88 16,131,592 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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 MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AF V Energy IV AIV 1A, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AF V Energy IV AIV 1B, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AF V Energy IV AIV 2, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AEOF ECR AIV A-B, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AEOF ECR AIV C, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
AF Energy Feeder, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
SSF IV Energy I AIV 1A, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
SSF IV Energy I AIV 1B, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
SSF IV Energy I AIV 2, L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X
Signatures
ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AF V ENERGY IV AIV 1A, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AF V ENERGY IV AIV 1B, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AF V ENERGY IV AIV 2, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AEOF ECR AIV A-B, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AEOF ECR AIV C, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
AF ENERGY FEEDER, L.P. By: ACOF INVESTMENT MANAGEMENT LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
SSF IV ENERGY I AIV 1A, L.P. By: ASSF OPERATING MANAGER IV, L.P. Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
SSF IV ENERGY I AIV 1B, L.P. By: ASSF OPERATING MANAGER IV, L.P. Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
SSF IV ENERGY I AIV 2, L.P. By: ASSF OPERATING MANAGER IV, L.P. Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 06/11/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed jointly by (i) AF V Energy IV AIV 1A, L.P. ("ACOF AIV 1A"), (ii) AF V Energy IV AIV 1B, L.P. ("ACOF AIV 1B"), (iii) AF V Energy IV AIV 2, L.P. ("ACOF AIV 2" and, together with ACOF AIV 1A and ACOF AIV 1B, the "ACOF AIVs"), (iv) AEOF ECR AIV A-B, L.P. ("AEOF AIV A-B"), (v) AEOF ECR AIV C, L.P. ("AEOF AIV C" and, together with AEOF AIV A-B, the "AEOF AIVs"), (vi) AF Energy Feeder, L.P., (vii) ACOF Investment Management LLC ("ACOF Investment Management"), (viii) SSF IV Energy I AIV 1A, L.P. ("SSF AIV 1A"), (ix) SSF IV Energy I AIV 1B, L.P. ("SSF AIV 1B"), (x) SSF IV Energy I AIV 2, L.P. ("SSF AIV 2" and, together with SSF AIV 1A and SSF AIV 1B, the "SSF AIVs"), (xi) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (xii) Ares Management LLC, (Continued in footnote 2)
( 2 )(xiii) Ares Management Holdings L.P. ("Ares Management Holdings"), (xiv) Ares Holdco LLC ("Ares Holdco"), (xv) Ares Management Corporation ("Ares Management"), (xvi) Ares Voting LLC ("Ares Voting"), (xvii) Ares Management GP LLC ("Ares Management GP") and (xviii) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
( 3 )The amount of profit potentially recoverable by the Issuer from the reported transactions has been remitted to the Issuer.
( 4 )ACOF Investment Management is the manager of each of the ACOF AIVs, the AEOF AIVs and AF Energy Feeder, L.P., and the sole member of ACOF Investment Management is Ares Management LLC. ASSF Operating Manager IV is the manager of the SSF AIVs, and the general partner of ASSF Operating Manager IV is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). (Continued in footnote 5)
( 5 )Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members.
( 6 )The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, in the aggregate 16,131,592 shares of Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) ACOF AIV 1A directly holds 747,994 shares of Common Stock, (ii) ACOF AIV 1B directly holds 2,737,266 shares of Common Stock, (iii) ACOF AIV 2 directly holds 2,788,459 shares of Common Stock, (iv) AEOF AIV A-B directly holds 1,894,861 shares of Common Stock, (v) AEOF AIV C directly holds 804,524 shares of Common Stock, (vi) SSF AIV 1A directly holds 401,834 shares of Common Stock, (vii) SSF AIV 1B directly holds 358,256 shares of Common Stock, (viii) SSF AIV 2 directly holds 583,216 shares of Common Stock and (ix) AF Energy Feeder, L.P. directly holds 5,815,182 shares of Common Stock.
( 7 )Each of the Reporting Persons (other than the ACOF AIVs, the AEOF AIVs, the SSF AIVs and AF Energy Feeder, L.P with respect to the shares of Common Stock directly held by them) and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, 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.

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