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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 22, 2023
ARES MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-36429 | | 80-0962035 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067
(Address of principal executive office) (Zip Code)
(310) 201-4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share | ARES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Michael J Arougheti, an executive officer and director of Ares Management Corporation (the “Company”) and a vehicle controlled by him (collectively, the “Plan Participant”) entered into a Rule 10b5-1 Trading Plan to sell shares of the Company’s Class A common stock, subject to any applicable volume limitations. The table below provides certain information regarding the Plan Participant’s Rule 10b5-1 Trading Plan.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Plan Date | | Maximum Shares That May Be Sold Under The Plan | | Plan Expiration Date |
| Michael J Arougheti and a vehicle controlled by him | | February 22, 2023 | | 1,430,301 | | May 23, 2024 |
Trading under the Rule 10b5-1 Trading Plan may commence no sooner than May 24, 2023 and will end on the earlier of the applicable date set forth above and the date on which all the shares in the plan are sold. The Rule 10b5-1 Trading Plan was entered into for estate planning purposes.
A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including, if applicable, shares issued upon exercise of stock options or vesting of restricted stock units.
The Plan Participant’s Rule 10b5-1 Trading Plan was adopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information. The transactions under the Plan Participant’s Rule 10b5-1 Trading Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.
Other officers, insiders and employees of the Company may from time to time establish stock trading plans under Rule 10b5-1. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 Trading Plans of the Company’s officers or directors. By furnishing the information in this Item 8.01, the Company is making no admission as to the materiality of such information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | ARES MANAGEMENT CORPORATION |
| | |
| | |
| Date: February 28, 2023 | By: | /s/ Jarrod Phillips |
| | Name: | Jarrod Phillips |
| | Title: | Chief Financial Officer |