Ares Management Corp's Form 4 filing
AZEK Co Inc. (AZEK) · filed Jun 12, 2023
- Accession no.
- 0001104659-23-070477
- Filed
- Jun 12, 2023, 5:56 PM ET
- Trade date
- Jun 8-9, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $125.6M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Ares Management CorpCIK 0001176948 | Director |
| Ares Management LLCCIK 0001259313 | Director |
| Ares Management Holdings L.P.CIK 0001536937 | Director |
| Ares Corporate Opportunities Fund IV, L.P.CIK 0001543148 | Director |
| Ares Partners Holdco LLCCIK 0001620263 | Director |
| Ares Management GP LLCCIK 0001620264 | Director |
| ACOF Operating Manager IV, LLCCIK 0001620272 | Director |
| Ares Holdco LLCCIK 0001669983 | Director |
| Ares Voting LLCCIK 0001761656 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 8, 2023 | Class A Common Stock | XIn-the-money exerciseDisposed | −1,050,000 | $24.36 | −$25,578,000 | 6,276,090 | Direct | |
| Jun 9, 2023 | Class A Common Stock | SSaleDisposed | −4,886,250 | $25.70 | −$125,576,625 | 1,389,840 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 8, 2023 | Class A Common Stock | XIn-the-money exerciseDisposed | −1,050,000 | –F4 | – | 0 | Direct | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F4
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.
Referenced by the price of 1 transaction in Table II.
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.