Sec Form 4 Filing - Ares Corporate Opportunities Fund IV, L.P. @ AZEK Co Inc. - 2021-01-26

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 Corporate Opportunities Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
AZEK Co Inc. [ AZEK]
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)
01/26/2021
(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
Class A Common Stock 01/26/2021 01/26/2021 S 11,500,000 D $ 40 27,721,090 ( 1 ) ( 2 ) ( 3 ) D
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 IV, L.P.
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X 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 Holdco LLC
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 Corp
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
Ares Voting LLC
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
ARES CORPORATE OPPORTUNITIES FUND IV, L.P., By: ACOF OPERATING MANAGER IV, LLC, Its: Manager, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ACOF OPERATING MANAGER IV, LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES MANAGEMENT LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES MANAGEMENT HOLDINGS L.P., By: ARES HOLDCO LLC, Its: General Partner, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES HOLDINGS INC., /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES MANAGEMENT CORPORATION, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** 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 01/27/2021
** Signature of Reporting Person Date
ARES MANAGEMENT GP LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
ARES PARTNERS HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory 01/27/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The manager of Ares Corporate Opportunities Fund IV, L.P. ("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. 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 Corporation ("Ares Management"). Ares Management GP LLC ("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 2)
( 2 )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 Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). 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 Board Members' decisions. (Continued in footnote 3)
( 3 )Each of the Reporting Persons, other than ACOF IV, and the Board Members, and the other directors, officers, partners, equity holders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Class A 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.

Remarks:
ACOF IV has the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020. ACOF IV has nominated three directors to the Issuer's board of directors. Accordingly, ACOF IV and its affiliates listed hereon may be deemed to be a director by deputization.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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