Statement of Changes in Beneficial Ownership (4)
January 27 2021 - 4:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Ares Corporate Opportunities Fund IV, L.P. |
2. Issuer Name and Ticker or Trading Symbol
AZEK Co Inc.
[
AZEK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/26/2021 |
(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 1/26/2021 | 1/26/2021 | S | | 11500000 | D | $40.00 | 27721090 (1)(2)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ares Corporate Opportunities Fund IV, L.P. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 | X | X |
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ACOF Operating Manager IV, LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Management Holdings L.P. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Holdings Inc. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Management Corp 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Voting LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Management GP LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Ares Partners Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA 90067 |
| X |
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Signatures
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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 | | 1/27/2021 |
**Signature of Reporting Person | Date |
ACOF OPERATING MANAGER IV, LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES MANAGEMENT LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES MANAGEMENT HOLDINGS L.P., By: ARES HOLDCO LLC, Its: General Partner, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES HOLDINGS INC., /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES MANAGEMENT CORPORATION, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES VOTING LLC, By: ARES PARTNERS HOLDCO LLC, Its: Sole Member, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES MANAGEMENT GP LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
ARES PARTNERS HOLDCO LLC, /s/ Naseem Sagati Aghili, By: Naseem Sagati Aghili, Its: Authorized Signatory | | 1/27/2021 |
**Signature of Reporting Person | Date |
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