Sec Form 4 Filing - Nguyen Daniel F @ ARES MANAGEMENT LP - 2014-05-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nguyen Daniel F
2. Issuer Name and Ticker or Trading Symbol
ARES MANAGEMENT LP [ ARES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CFO & Treasurer
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2014
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Units 05/01/2014 J( 1 ) 83,500 A 83,500 I By Ares Owners Holdings L.P. ( 2 )
Common Units 05/01/2014 A 28,947 A $ 0 28,947 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Ares Operating Group Units ( 4 )< /sup> ( 5 ) 05/01/2014 J( 1 ) 540,568 ( 4 )( 5 ) ( 4 )( 5 ) Common Units 540,568 ( 1 ) 540,568 I By Ares Owners Holdings L.P. ( 6 )
Option (Right to Buy) $ 19 05/01/2014 A 211,364 ( 7 ) 05/01/2024 Common Units 211,364 $ 0 211,364 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nguyen Daniel F
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
EVP, CFO & Treasurer
Signatures
/s/ Michael D. Weiner, by power of attorney 05/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These units were acquired as a result of the unitization as described in the Registration Statement on Form S-1 (File No. 333-194919), as amended, filed by Ares Management, L.P. (the "Issuer") with the U.S. Securities and Exchange Commission on March 31, 2014.
( 2 )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 common units representing limited partner interests (the "Common Units") of the Issuer. The Common Units indirectly held by the reporting person or the vehicle are the number of Common Units that he or the vehicle has a right to receive as a limited partner in AOH.
( 3 )Reflects a grant of 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 May 1, 2017, 2018 and 2019.
( 4 )Pursuant to the terms of the exchange agreement, dated as of May 1, 2014, among Ares Domestic Holdings Inc., Ares Domestic Holdings L.P., Ares Holdings Inc., Ares Holdings L.P., Ares Investments L.P., Ares Management, L.P., Ares Management GP LLC, Ares Offshore Holdings L.P., Ares Offshore Holdings, Ltd., Ares Real Estate Holdings L.P., Ares Real Estate Holdings LLC and each Ares Operating Group Limited Partner (as defined in the exchange agreement), and subject to certain requirements and restrictions, (continued in footnote 5)
( 5 )the partnership units of the Ares Operating Group ("AOG units") are exchangeable for Common Units on a one-for-one basis, from and after the second anniversary date of the closing of the Issuer's initial public offering, subject to the following transfer restrictions: none of the Common Units may be transferred or exchanged prior to the second anniversary date of the closing of the Issuer's initial public offering; up to 20% of the Common Units may be transferred in each of the subsequent five years.
( 6 )The reporting person or a vehicle controlled by him is a limited partner in 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 a right to receive as a limited partner in AOH.
( 7 )The option is scheduled to vest in three equal installments on May 1, 2017, 2018 and 2019.

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