Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | AZEK | Class A Common Stock | Sale | -$124M | -4.77M | -24.98% | $26.06 | 14.3M | Feb 15, 2023 | Direct | F1, F2, F3, F4 |
Id | Content |
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F1 | This statement is being filed by (i) Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV"), (ii) ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), (iii) Ares Management LLC, (iv) Ares Management Holdings L.P. ("Ares Management Holdings"), (v) Ares Holdco LLC ("Ares Holdco"), (vi) Ares Management Corporation ("Ares Management"), (vii) Ares Voting LLC ("Ares Voting"), (viii) Ares Management GP LLC ("Ares Management GP") and (ix) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). |
F2 | Ares Partners in the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC, which is the sole member of ACOF Operating Manager IV, LLC, which is the manager of ACOF IV. |
F3 | Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp de Veer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. |
F4 | Each of the Reporting Persons, other than ACOF IV, and the Board Members, and the other directors, officers, partners, equity holders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Class A Common Stock, 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. |
ACOF IV has the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020, by and among the Issuer, ACOF IV and the Ontario Teachers' Pension Plan Board ("OTPP"). ACOF IV has nominated two directors to the Issuer's board of directors, one of whom is jointly appointed by ACOF IV and OTPP. Accordingly, ACOF IV and its affiliates listed hereon may be deemed to be a director by deputization.