Ares Management Llc - Oct 3, 2021 Form 4 Insider Report for Infrastructure & Energy Alternatives, Inc. (IEA)

Role
Director, 10%+ Owner
Signature
ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
Stock symbol
IEA
Transactions as of
Oct 3, 2021
Transactions value $
$0
Form type
4
Date filed
10/5/2021, 04:14 PM
Previous filing
Feb 14, 2022
Next filing
Dec 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction IEA Common Stock, $0.0001 par value per share Options Exercise +3.42 M +42.05% 11.6 M Oct 3, 2021 By ASOF Holdings I, L.P. F1, F2, F3, F4, F5
holding IEA Common Stock, $0.0001 par value per share 3.69 M Oct 3, 2021 By Ares Special Situations Fund IV, L.P. F2, F3, F4, F5
holding IEA Common Stock, $0.0001 par value per share 46 K Oct 3, 2021 Direct F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IEA Warrants to purchase Common Stock Options Exercise -3.42 M -44.15% 4.33 M Oct 3, 2021 Common Stock, $0.0001 par value per share 3.42 M $0.00 By ASOF Holdings I, L.P. F1, F2, F3, F4, F5, F7

Explanation of Responses:

Id Content
F1 Reflects the cashless exercise of non-voting pre-funded warrants (the "Pre-Funded Warrants") held by ASOF Holdings I, L.P. ("ASOF") into shares of the Issuer's common stock.
F2 This statement is being filed jointly by (i) Ares Special Situations Fund IV, L.P. ("ASSF IV"), (ii) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (iii) ASOF, (iv) ASOF Investment Management LLC ("ASOF Investment Management"), (v) Ares Management LLC, (vi) Ares Management Holdings L.P. ("Ares Management Holdings"), (vii) Ares Holdco LLC ("Ares Holdco"), (viii) Ares Management Corporation ("Ares Management"), (ix) Ares Voting LLC ("Ares Voting"), (x) Ares Management GP LLC ("Ares Management GP") and (xi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same transactions described above.
F3 The manager of ASSF IV is ASSF Operating Manager IV, and the general partner of ASSF Operating Manager IV is Ares Management LLC. The manager of ASOF is ASOF Investment Management, and the sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. (continued in next footnote)
F4 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 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"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this Form 4, 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. (continued in next footnote)
F5 Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Reporting Persons and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities, 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 (the "Exchange Act"), or for any other purposes.
F6 This amount includes (i) 40,135 shares of Common Stock underlying restricted stock units ("RSUs") granted to Matthew Underwood, in his capacity as a director serving on the Issuer's Board of Directors (the "Board"), which vested on March 26, 2021 and (ii) 5,904 shares of Common Stock underlying RSUs granted to Matthew Underwood in his capacity as a director serving on the Board that will vest on March 26, 2022, the one- year anniversary of the grant date. These RSUs were granted directly to Ares Management LLC, and are held by Ares Management LLC as the direct holder of such RSUs.
F7 The Pre-Funded Warrants do not expire.

Remarks:

Ares Management LLC and its affiliates designated Matthew Underwood and Scott Graves to be appointed to the board of directors of the Issuer. Mr. Underwood became a director effective March 10, 2020 and Mr. Graves became a director effective August 17, 2021. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.