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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Serota Jeffrey ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
X |
By: Gaye A. Wilkerson, Power of Attorney | 07/12/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares of Restricted Stock granted on July 8, 2011, which shall vest twenty-five percent on the 8th day of July in each of the years, 2012, 2013, 2014 and 2015. |
(2) | The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 8, 2011, pursuant to which the reporting person has transferred such shares to Ares Management LLC (Ares Management). The trading plan related to the requirements described in footnotes (3) and (4) below. |
(3) | Jeffrey Serota is associated with Ares Management and certain entities managed by or affiliated with Ares Management (together with Ares Management, the Ares Entities). Pursuant to the policies of the Ares Entities, Mr. Serota holds these securities as a nominee on behalf of, and for the sole benefit of, Ares Management and has assigned all economic, pecuniary and voting rights in respect of these securities to Ares Management. Mr. Serota disclaims beneficial ownership of all shares issued in his name, including shares that previously vested, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that Mr. Serota is the beneficial owner of, or has any interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(4) | Amounts reported in this Form 4 do not include any securities of the Issuer held by Ares Corporate Opportunities Fund II, L.P. (ACOF II), Ares SandRidge L.P. (Ares SandRidge) and Ares SandRidge 892 Investors, L.P. (together with Ares SandRidge, the ACOF II AIVs), each of which is indirectly controlled by Ares Management. Mr. Serota disclaims beneficial ownership of all securities of the Issuer held by ACOF II and the ACOF II AIVs, except to the extent of any pecuniary interest therein. The amounts reported herein shall not be deemed an admission that Mr. Serota is the beneficial owner of, or has any interest in, any such securities for purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. |