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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | X | ||
| /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC | 09/21/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC | 09/21/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The amount reported includes 17,264 shares of restricted stock approved by the Issuer's board of directors to be granted to Darryl Schall and 17,264 shares of restricted stock approved by the Issuer's board of directors to be granted to Nathan Walton, in their respective capacities as non-employee directors of the Issuer. Messrs. Schall and Walton are associated with Ares Management LLC ("Ares Management LLC") and the other Ares Entities (as defined below). Pursuant to the policies of the Ares Entities and the direction of Messrs. Schall and Walton, the Issuer issued these restricted shares directly to Ares Management LLC on September 19, 2016. Neither Mr. Schall nor Mr. Walton had any beneficial ownership of or pecuniary interest in such restricted shares. |
| (2) | The amount reported includes 17,981,822 shares of common stock issued to the Reporting Persons in connection with the bankruptcy reorganization plan (the "Plan") of the Issuer and its affiliates. The shares are held directly by investment vehicles managed by 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, L.P. ("Ares Management"). (Continued in footnote 3) |
| (3) | 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 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, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. (Continued in footnote 4) |
| (4) | 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 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 pecuniary 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. |
| Remarks: Pursuant to the Plan, Ares Management LLC and its affiliates designated three individuals who were appointed to the board of directors of the Issuer on September 9, 2016. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization | |