Sec Form 4 Filing - ARES MANAGEMENT LLC @ Infrastructure & Energy Alternatives, Inc. - 2021-10-03

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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
Infrastructure & Energy Alternatives, Inc. [ IEA]
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)
10/03/2021
(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, $0.0001 par value per share 10/03/2021 M( 1 ) 3,420,236 A 11,554,630 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) By ASOF Holdings I, L.P.
Common Stock, $0.0001 par value per share 3,686,645 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) By Ares Special Situations Fund IV, L.P.
Common Stock, $0.0001 par value per share 46,039 ( 6 ) D ( 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
Warrants to purchase Common Stock ( 1 ) $ 0.0001 10/03/2021 M( 1 ) 3,420,267 09/23/2021 ( 7 ) Common Stock, $0.0001 par value per share 3,420,236 ( 1 ) 4,327,322 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) By ASOF Holdings I, L.P.
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
Ares Management Corp
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Voting LLC
2000 AVENUE 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
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Signatures
ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES MANAGEMENT HOLDINGS By: ARES HOLDCO LLC Its: General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 10/05/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the cashless exercise of non-voting pre-funded warrants (the "Pre-Funded Warrants") held by ASOF Holdings I, L.P. ("ASOF") into shares of the Issuer's common stock.
( 2 )This statement is being filed jointly by (i) Ares Special Situations Fund IV, L.P. ("ASSF IV"), (ii) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (iii) ASOF, (iv) ASOF Investment Management LLC ("ASOF Investment Management"), (v) Ares Management LLC, (vi) Ares Management Holdings L.P. ("Ares Management Holdings"), (vii) Ares Holdco LLC ("Ares Holdco"), (viii) Ares Management Corporation ("Ares Management"), (ix) Ares Voting LLC ("Ares Voting"), (x) Ares Management GP LLC ("Ares Management GP") and (xi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same transactions described above.
( 3 )The manager of ASSF IV is ASSF Operating Manager IV, and the general partner of ASSF Operating Manager IV is Ares Management LLC. The manager of ASOF is ASOF Investment Management, and the sole member of ASOF Investment Management 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. (continued in next footnote)
( 4 )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 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"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this Form 4, 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. (continued in next footnote)
( 5 )Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Reporting Persons and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons 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 (the "Exchange Act"), or for any other purposes.
( 6 )This amount includes (i) 40,135 shares of Common Stock underlying restricted stock units ("RSUs") granted to Matthew Underwood, in his capacity as a director serving on the Issuer's Board of Directors (the "Board"), which vested on March 26, 2021 and (ii) 5,904 shares of Common Stock underlying RSUs granted to Matthew Underwood in his capacity as a director serving on the Board that will vest on March 26, 2022, the one- year anniversary of the grant date. These RSUs were granted directly to Ares Management LLC, and are held by Ares Management LLC as the direct holder of such RSUs.
( 7 )The Pre-Funded Warrants do not expire.

Remarks:
Ares Management LLC and its affiliates designated Matthew Underwood and Scott Graves to be appointed to the board of directors of the Issuer. Mr. Underwood became a director effective March 10, 2020 and Mr. Graves became a director effective August 17, 2021. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.

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