DOUGLAS DYNAMICS, INC — Major Shareholding Notification 2010

May 20, 2010

SC 13G 1 a10-9891_1sc13g.htm SC 13G

| UNITED

STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Douglas Dynamics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

25960R 105

(CUSIP Number)

May 10, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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 in 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

CUSIP No. 25960R 105 — 1.	Names of Reporting Persons Ares Corporate Opportunities Fund, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,190,394 (see Item 4)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,190,394 (see Item 4)
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,190,394 (see Item 4)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 15.0% (see Item 4)
12.	Type of Reporting Person
(See Instructions) PN

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

CUSIP No. 25960R 105 — 1.	Names of Reporting Persons ACOF Management, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,190,394 (see Item 4)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,190,394 (see Item 4)
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,190,394 (see Item 4)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 15.0% (see Item 4)
12.	Type of Reporting Person
(See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

CUSIP No. 25960R 105 — 1.	Names of Reporting Persons ACOF Operating Manager, L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,190,394 (see Item 4)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,190,394 (see Item 4)
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,190,394 (see Item 4)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 15.0% (see Item 4)
12.	Type of Reporting Person
(See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

CUSIP No. 25960R 105 — 1.	Names of Reporting Persons Ares Management LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,190,394 (see Item 4)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,190,394 (see Item 4)
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,190,394 (see Item 4)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 15.0% (see Item 4)
12.	Type of Reporting Person
(See Instructions) OO

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

CUSIP No. 25960R 105 — 1.	Names of Reporting Persons Ares Partners Management Company LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,190,394 (see Item 4)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,190,394 (see Item 4)
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,190,394 (see Item 4)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 15.0% (see Item 4)
12.	Type of Reporting Person
(See Instructions) OO

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

Item 1.	(a)	Name of Issuer Douglas Dynamics, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 7777 North 73 rd Street Milwaukee, WI 53233
Item 2.
	(a)	Name of Person Filing Ares Corporate Opportunities Fund, L.P. (“ACOF I”) ACOF Management, L.P.
(“ACOF Management”) ACOF Operating Manager,
L.P. (“ACOF Operating Manager”) Ares Management LLC (“Ares
Management”) Ares Partners Management
Company LLC (“Ares Partners” and, together with ACOF I, ACOF Management, ACOF
Operating Manager and Ares Management, the “Ares Entities”)
	(b)	Address of Principal
Business Office or, if none, Residence For each Ares Entity: 2000 Avenue of the Stars,
12 th Floor Los Angeles, CA 90067
	(c)	Citizenship For each Ares Entity, Delaware
	(d)	Title of Class of
Securities Common Stock, par value $0.01 per share
	(e)	CUSIP Number 25960R 105
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	ACOF I directly
beneficially owns the (i) shares of common stock (“Common Stock”) of Douglas
Dynamics, Inc. (the “Issuer”) and (ii) options to purchase Common Stock of
the Issuer (“Stock Options”) reported on this Schedule 13G. Each of the other Ares Entities, as a
result of the relationships described below in Item 6, may be deemed to
indirectly beneficially own the shares of common stock reported on this
Schedule 13G. Each of the Ares
Entities (other than ACOF I, with respect to securities held by ACOF I) and
the partners, members, employees and managers of the Ares Entities disclaims
beneficial ownership of these securities, and this report 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.
	(b)	Percent of class: 15.0% (1)
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 0
		(ii)	Shared power to vote or to
direct the vote 3,190,394 (2)
		(iii)	Sole power to dispose or
to direct the disposition of 0
		(iv)	Shared power to dispose or
to direct the disposition of 3,190,394 (2)
Item 5.	Ownership of Five Percent or Less
of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person
The general partner of ACOF I is ACOF Management,
and the general partner of ACOF Management is ACOF Operating Manager. ACOF
Operating Manager is indirectly controlled by Ares Management, which, in
turn, is indirectly controlled by Ares Partners. Ares Partners is managed by an executive
committee. Each of the Ares Entities
(other than ACOF I, with respect to the securities held by ACOF I) and the
partners, members and managers of the ACOF Entities and the executive
committee of Ares Partners expressly disclaims beneficial ownership of these
securities, except to the extent of any pecuniary interest therein, and this
report 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

1. | | | | | Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | | | | Inapplicable | | | | | Item 8. | Identification and Classification of Members of the Group | | | | See Joint Filing Agreement attached hereto as Exhibit 99.1. | | | | | Item 9. | Notice of Dissolution of Group | | | | Inapplicable | | | |

(1) Based upon an aggregate of 21,310,426 shares of Common Stock outstanding as reported by the Issuer on a prospectus dated May 6, 2010, and 13,628 shares of Common Stock subject to the exercise of Stock Options described in footnote 2 below.

(2) The amount reported includes (i) 3,176,766 shares of Common Stock and (ii) 13,628 shares of Common Stock subject to the exercise of Stock Options that are fully vested and can be exercised at any time, in each case that are held by the designated reporting person, ACOF I.

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'

ITEM 10. Certification

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.

Date: May 20, 2010

| ARES CORPORATE OPPORTUNITIES FUND, L.P. — By: | ACOF OPERATING MANAGER, L.P. | | | --- | --- | --- | | Its: | Manager | | | | By: | /s/ Michael D. Weiner | | | | Authorized Signatory |

| ARES MANAGEMENT, L.P. — By: | ACOF OPERATING MANAGER, L.P. | | | --- | --- | --- | | Its: | General Partner | | | | By: | /s/ Michael D. Weiner | | | | Authorized Signatory |

| ACOF OPERATING MANAGER,

L.P.
By:	/s/ Michael D. Weiner
	Authorized Signatory

ARES MANAGEMENT LLC
By:	/s/ Michael D. Weiner
	Authorized Signatory

| ARES PARTNERS

MANAGEMENT COMPANY LLC
By:	/s/ Michael D. Weiner
	Authorized Signatory

Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\brama\10-9891-1\task4126106\9891-1-ba.htm',USER='105435',CD='May 20 23:55 2010'