| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AZEK Co Inc. [ AZEK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/26/2021 | 01/26/2021 | S | 11,500,000 | D | $40 | 27,721,090(1)(2)(3) | D | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The manager of Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") is ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), and the sole member of ACOF Operating Manager IV is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). (Continued in footnote 2) |
| 2. Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. (Continued in footnote 3) |
| 3. 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: |
| 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. ACOF IV has nominated three directors to the Issuer's board of directors. Accordingly, ACOF IV and its affiliates listed hereon may be deemed to be a director by deputization. |
| 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 | 01/27/2021 | |
| ACOF OPERATING MANAGER IV, LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES MANAGEMENT LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES MANAGEMENT HOLDINGS L.P., By: ARES HOLDCO LLC, Its: General Partner, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES HOLDINGS INC., /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES MANAGEMENT CORPORATION, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES VOTING LLC, By: ARES PARTNERS HOLDCO LLC, Its: Sole Member, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES MANAGEMENT GP LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ARES PARTNERS HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | 01/27/2021 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
