Ares Management (ARES) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ares Corporate Opportunities Fund IV, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AZEK Co Inc. [ AZEK ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/08/2023(4)	06/08/2023	X		1,050,000	D	$24.36	6,276,090(1)(2)(3)(4)(5)	D
Class A Common Stock	06/09/2023	06/09/2023	S		4,886,250	D	$25.7	1,389,840(1)(2)(3)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (obligation to sell)	(4)	06/08/2023		X			1,050,000	(4)	(4)	Class A Common Stock	1,050,000	(4)	0	D

1. Name and Address of Reporting Person^*

Ares Corporate Opportunities Fund IV, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACOF Operating Manager IV, LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Management Holdings L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Holdco LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Management Corp

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Voting LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Management GP LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ares Partners Holdco LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. Disposition pursuant to an underwriting agreement, dated May 16, 2023 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Class A Common Stock pursuant to the final prospectus dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission on May 18, 2023 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, which offering was consummated on May 16, 2023 (the "Offering"). The Underwriting Agreement granted the underwriter an option to purchase an additional 1,050,000 shares of Class A Common Stock from ACOF IV at the same price as the sale price to the underwriter in the Offering within 30 days from the date of Underwriting Agreement (the "Option"). On June 8, 2023, the underwriter exercised the Option in full.

5. 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.

Remarks:

For so long as ACOF IV owned more than 5% of the outstanding shares of Class A Common Stock, ACOF IV had 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 previously nominated two directors to the Issuer's board of directors (the "Board"), one of whom is jointly appointed by ACOF IV and OTPP. As a result of the Offering, ACOF IV no longer beneficially owns more than 5% of the outstanding shares of Class A Common Stock and will therefore no longer be entitled to nominate directors of the Board. Accordingly, ACOF IV and each of its affiliates listed hereon may be deemed to be a director by deputization, so long as its nominees serve on the Board.

	ARES CORPORATE OPPORTUNITIES FUND IV, L.P., By: ACOF OPERATING MANAGER IV, LLC Its: Manager /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory	06/12/2023
	ACOF OPERATING MANAGER IV, LLC /s/ Chris Kerezsi By: Chris Kerezsi Its: Authorized Signatory	06/12/2023
	ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC Its: General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory	06/12/2023
	** Signature of Reporting Person	Date
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