Ares Management SC 13G/A Smart & Final Stores, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 4 - Exit Filing)*

Smart & Final Stores, Inc.

(Name of Issuer)

common stock, par value $0.001 per share

(Title of Class of Securities)

83190B 101

(CUSIP Number)

June 18, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Corporate Opportunities Fund III, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9)0%
	12.	Type of Reporting Person (See Instructions)PN

2

CUSIP No. 83190B 101
	1.	Names of Reporting PersonsAres Corporate Opportunities Fund IV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power0
			7.		Sole Dispositive Power0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9)0%
	12.	Type of Reporting Person (See Instructions)PN

3

CUSIP No. 83190B 101
	1.	Names of Reporting PersonsACOF Operating Manager III, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power0
			7.		Sole Dispositive Power0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9)0%
	12.	Type of Reporting Person (See Instructions)OO

4

CUSIP No. 83190B 101
	1.	Names of Reporting PersonsACOF Operating Manager IV, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power0
			7.		Sole Dispositive Power0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9)0%
	12.	Type of Reporting Person (See Instructions)OO

5

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Management LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

6

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Management Holdings L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) PN

7

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Holdco LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

8

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Holdings Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

9

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Management Corporation
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

10

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Voting LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

11

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Management GP LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

12

CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Partners Holdco LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

13

This Amendment No. 4 to the Schedule 13G (“Amendment No. 4”) relating to Smart & Final Stores, Inc., a Delaware corporation (the “Company”), is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2015, as amended (as amended, the “Schedule 13G”). This Amendment No. 4 is the final amendment to the Schedule 13G and is an exit filing.

Item 1.
	(a)	Name of Issuer: Smart & Final Stores, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 600 Citadel Drive Commerce, California 90040
Item 2.
	(a)	Name of Person Filing: Ares Corporate Opportunities Fund III, L.P. (“ACOF III”) Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”) ACOF Operating Manager III, LLC (“ACOF Operating Manager III”) ACOF Operating Manager IV, LLC (“ACOF Operating Manager IV”) Ares Management LLC (“Ares Management LLC”) Ares Management Holdings L.P. (“Ares Management Holdings”) Ares Holdco LLC (“Ares Holdco”) Ares Holdings Inc. (“Ares Holdings”) Ares Management Corporation (“Ares Management”) Ares Voting LLC (“Ares Voting”) Ares Management GP LLC (“Ares Management GP”) Ares Partners Holdco LLC (“Ares Partners” and, together with ACOF III, ACOF IV, ACOF Operating Manager III, ACOF Operating Manager IV, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, Ares Voting and Ares Management GP, the “Ares Filing Persons”)
	(b)	Address of Principal Business Office or, if none, Residence: For each Ares Filing Person: 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067
	(c)	Citizenship: For each Ares Filing Person, Delaware
	(d)	Title of Class of Securities: common stock, par value $0.001 per share
	(e)	CUSIP Number: 83190B 101
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d-1(b)(ii)(J);
	(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

14

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:    Pursuant to an agreement and plan of merger by and among First Street Parent, Inc. a Delaware corporation (“Parent”), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”) and the Company, on June 18, 2019 Purchaser accepted shares of the Company’s common stock tendered pursuant to Purchaser’s tender offer for all of the outstanding shares of the Company’s common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. As a result, as of June 18, 2019, the Reporting Persons are no longer the beneficial owners of any securities of the Company.
	(b)	Percent of class:    The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote    The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.
		(ii)	Shared power to vote or to direct the vote     The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.
		(iii)	Sole power to dispose or to direct the disposition of    The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.
		(iv)	Shared power to dispose or to direct the disposition of    The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
Item 8.	Identification and Classification of Members of the Group
Not applicable
Item 9.	Notice of Dissolution of Group
Not applicable

15

Item 10.	Certification
Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 20, 2019

ARES CORPORATE OPPORTUNITIES FUND III, L.P.
	By:	ACOF OPERATING MANAGER III, LLC
	Its:	Manager
		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory
ARES CORPORATE OPPORTUNITIES FUND IV, L.P.
	By:	ACOF OPERATING MANAGER IV, LLC
	Its:	Manager
		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory
ACOF OPERATING MANAGER III, LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ACOF OPERATING MANAGER IV, LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ARES MANAGEMENT LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory

16

ARES MANAGEMENT HOLDINGS L.P.
	By:	ARES HOLDCO LLC
	Its:	General Partner
		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory
ARES HOLDCO LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ARES HOLDINGS INC.
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ARES MANAGEMENT CORPORATION
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ARES VOTING LLC
	By:	ARES PARTNERS HOLDCO LLC
	Its:	Sole Member
		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory
ARES MANAGEMENT GP LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory
ARES PARTNERS HOLDCO LLC
	/s/ Naseem Sagati Aghili
	By: Naseem Sagati Aghili
	Its: Authorized Signatory

17