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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ares Corporate Opportunities Fund II, L.P. C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES, CA 90067 |
X | |||
ACOF Management II, L.P. C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES, CA 90067 |
X | |||
ACOF Operating Manager II, L.P. C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES, CA 90067 |
X | |||
ARES MANAGEMENT LLC C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES, CA 90067 |
X | |||
ARES PARTNERS MANAGEMENT CO LLC C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES, CA 90067 |
X |
See signatures attached as Exhibit 99.1 | 05/29/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This Form 4 is filed jointly by Ares Corporate Opportunities Fund II, L.P. ("ACOF II"), Ares SandRidge, L.P. ("Ares SandRidge"), Ares SandRidge 892 Investors, L.P. ("Ares 892", and together with Ares SandRidge, the "ACOF II AIVs"), ACOF Management II, L.P. ("ACOF Management II"), ACOF Operating Manager II, L.P. ("ACOF Operating Manager II"), Ares Management LLC ("Ares Management"), and Ares Partners Management Company, LLC ("Ares Partners" and, all of the foregoing entities collectively, the "Ares Entities"), |
(2) | Pursuant to the terms of the investment in the Issuer by ACOF II and the ACOF II AIVs, ACOF II and the ACOF II AIVs have the right to designate a member of the Issuer's board of directors who currently is, and who the Reporting Persons anticipate will continue to be, associated with the Ares Entities. By virtue of the relationship between such director and the Ares Entities, such director may be deemed a representative of the Ares Entities. |
(3) | The general partner of ACOF II and the ACOF II AIVs is ACOF Management II and the general partner of ACOF Management II is ACOF Operating Manager II. ACOF Operating Manager II is indirectly controlled by Ares Management. Ares Partners indirectly controls Ares Management. |
(4) | Each of the Ares Entities (other than ACOF II and the ACOF II AIVs) and each of the partners, members and managers thereof, disclaims beneficial ownership of all securities reported herein (except to the extent of any pecuniary interest therein), and the filing of 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 or for any other purposes. |