Ares Management Corp

Major Shareholding Notification • Feb 13, 2024

SC 13G/A 1 tm245692d5_sc13ga.htm SC 13G/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

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Ares Management Corporation (Name of Issuer)

Class A common stock, par value $0.01 per share (Title of Class of Securities)

03990B 101 (CUSIP Number)

December 31, 2023 (Date of Event Which Requires Filing of this Statement)

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Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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1.	Names of Reporting Persons Ares Partners Holdco LLC
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	Sole Voting Power 0
6.	Shared Voting Power 130,294,487 (1)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 130,294,487 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 130,294,487 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 43.06% (2)
12.	Type of Reporting Person (See Instructions) OO

(1) Represents (i) 13,269,729 shares of Class A common stock, par value $0.01 per share, of Issuer (“Class A Shares”) and (ii) 117,024,758 partnership units of the Ares Operating Group, which are convertible one for one into Class A Shares, subject to certain restrictions (“AOG Units”).

(2) Calculated based on (i) 185,586,803 Class A Shares outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed November 6, 2023, as increased by (ii) 117,024,758 Class A Shares issuable upon conversion of 117,024,758 AOG Units held by Ares Owners Holdings L.P. (“Ares Owners”).

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1.	Names of Reporting Persons Ares Owners Holdings L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	Sole Voting Power 0
6.	Shared Voting Power 130,294,487 (1)
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 130,294,487 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 130,294,487 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 43.06% (2)
12.	Type of Reporting Person (See Instructions) PN

(1) Represents (i) 13,269,729 Class A Shares and (ii) 117,024,758 Class A Shares issuable upon conversion of 117,024,758 AOG Units.

(2) Calculated based on (i) 185,586,803 Class A Shares outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed November 6, 2023, as increased by (ii) 117,024,758 Class A Shares issuable upon conversion of 117,024,758 AOG Units held by Ares Owners.

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Item 1(a).	Name of Issuer:
	Ares Management Corporation
(the “Issuer”)
Item 1(b).	Address of Issuer’s
Principal Executive Offices:
	2000 Avenue of the Stars,
12 th Floor Los Angeles, California
90067
Item 2(a).	Names of Persons Filing:
	This statement is filed by the entities and persons listed
below, each of whom is referred to herein as a “ Reporting Person ” and together as the “ Reporting Persons ”:
	1.       Ares
Partners Holdco LLC (“Ares Partners”)
	2. Ares
Owners Holdings L.P. (“Ares Owners” and, together with Ares Partners, the “Ares Filing Persons”)
Item 2(b).	Address of the Principal
Business Office or, if None, Residence:
	2000 Avenue of the Stars,
12 th Floor Los
Angeles, California 90067
Item 2(c).	Citizenship:
	See responses to Item 4 on
each cover page.
Item 2(d).	Title of Class of Securities:
	Class A common stock,
$0.01 par value per share
Item 2(e).	CUSIP Number:
	03990B 101
Item 3.	If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
	Not Applicable.

Item 4.
The information contained on each cover page to this Schedule 13G is incorporated herein by reference.
(a)	Amount beneficially owned:
	See responses to Item 9 on each cover page.
(b)	Percent of Class:
	See responses to Item 11 on each cover page.

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(c)
(i)	Sole power to vote or to direct the vote:
	See responses to Item 5 on each cover page.
(ii)	Shared power to vote or to direct the vote:
	See responses to Item 6 on each cover page.
(iii)	Sole power to dispose or to direct the disposition of:
	See responses to Item 7 on each cover page.
(iv)	Shared power to dispose or to direct the disposition of:
	See responses to Item 8 on each cover page.

| Ownership of Five Percent
or Less of a Class. |
| --- |
| Not Applicable. |

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| Item 6. |
| --- |
| The limited partners of
Ares Owners have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by
Ares Owners on behalf of such limited partner. Ares Owners holds greater than 5% of the Class A Shares on behalf of Mr. Ressler,
or on behalf of a vehicle Mr. Ressler controls. No other person has the right to receive dividends from, or the proceeds from the
sale of, more than five percent of the Class A Shares. Ares Owners holds the following amounts of Class A Shares and AOG Units
on behalf of the individual Board Members, or on behalf of a vehicle controlled by such Board Member, in their capacity as limited partners
of Ares Owners: |

Board Member — Michael J Arougheti	0	9,946,596	9,946,596
Ryan Berry	0	46,866	46,866
R. Kipp deVeer	0	1,510,409	1,510,409
David B. Kaplan	1,180,052	9,421,596	10,601,648
Antony P. Ressler	12,020,778	49,764,375	61,785,153
Bennett Rosenthal	1,105,052	9,421,596	10,526,648

| Item 7. | Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person. |
| --- | --- |
| | Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| | Not Applicable . |
| Item 9. | Notice of Dissolution of Group. Not Applicable. |
| Item 10. | C ertification. Not Applicable. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2024

ARES PARTNERS HOLDCO LLC
By:	/s/ Anton Feingold
Name:	Anton Feingold
Title:	Authorized Signatory

ARES OWNERS HOLDINGS L.P.
By:	Ares Partners Holdco LLC, its general partner
By:	/s/ Anton Feingold
Name:	Anton Feingold
Title:	Authorized Signatory

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