Ares Management (ARES) Form 3 ARES MANAGEMENT / Ryan Berry ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Berry Ryan

(Last) (First) (Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2018

3. Issuer Name and Ticker or Trading Symbol
ARES MANAGEMENT LP [ ARES ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Ptr, Chief Mktg. & Strat. Off.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	293,469(1)(2)	D
Common Units	2,700	I	By Retirement Savings Plan
Common Units	7,387	I	By Spouse's SEP IRA
Common Units	28,282	I	By Reporting Person & Spouse as joint tenants with right of survivorship
Common Units	5,003	I	By IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Ares Operating Group Units	(3)(4)	(3)(4)	Common Units	46,866	(3)(4)	I	By Ares Owners Holdings L.P.(5)
Options (Right to Buy)	(6)	04/30/2024	Common Units	528,409	19	D

Explanation of Responses:

1. Includes a grant of 51,754 restricted units, each of which represents the right to receive one Common Unit upon vesting. The restrictions are scheduled to lapse in two equal installments on May 1, 2018 and 2019. Also includes a grant of 13,530 restricted units, each of which represents the right to receive one Common Unit upon vesting. The restrictions are scheduled to lapse in three equal installments on January 20, 2018, 2019 and 2020. Also includes a grant of 100,000 restricted units, each of which represents the right to receive one Common Unit upon vesting. The restrictions are scheduled to lapse on August 15, 2021. (continued in footnote 2)

2. Also includes a grant of 9,440 restricted units, each of which represents the right to receive one Common Unit upon vesting. The restrictions are scheduled to lapse in four equal installments on January 20, 2018, 2019, 2020 and 2021. Also includes a grant of 100,000 restricted units, each of which represents the right to receive one Common Unit upon vesting. The restrictions are scheduled to lapse on January 31, 2022.

3. Pursuant to the terms of the amended and restated exchange agreement, dated as of July 1, 2016, among Ares Holdings Inc., Ares Holdco LLC, Ares Holdings L.P., AI Holdco LLC, Ares Investments L.P., Ares Management, L.P., Ares Management GP LLC, Ares Offshore Holdings L.P., AOF Holdco LLC, Ares Offshore Holdings, Ltd., and each Ares Operating Group Limited Partner (as defined in the exchange agreement), and subject to certain requirements and restrictions, (continued in footnote 4)

4. the partnership units of the Ares Operating Group ("AOG units") are exchangeable for Common Units on a one-for-one basis, subject to the following transfer restrictions: up to 20% of the Common Units may be transferred in each of the subsequent five years after May 7, 2014.

5. The reporting person or a vehicle controlled by him is a limited partner in Ares Owners Holdings L.P. ("AOH"), the direct holder of the AOG units. The AOG units indirectly held by the reporting person or the vehicle are the number of AOG units that he or the vehicle has the right to receive as a limited partner in AOH.

6. One-third of the options vested on May 1, 2017. The remaining unvested options are scheduled to vest in two equal installments on May 1, 2018 and 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Naseem Sagati, by power of attorney	01/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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