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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 | |
Serota Jeffrey C/O ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS LOS ANGELES, CA 90067 |
X |
By: Gaye A. Wilkerson, Power of Attorney | 01/13/2009 | |
**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) | Shares of Restricted Stock granted January 9, 2009, which shall vest twenty-five percent on the 9th day of January of each of the years 2010, 2011, 2012 and 2013. The securities reported herein are held by Mr. Serota for the benefit of Ares Management LLC ("Ares Management"), a private investment management firm, and certain entities managed by or affiliated with Ares Management (together with Ares Management, the "Ares Entities"). Mr. Serota is associated with Ares Management and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, Mr. Serota holds these securities as a nominee on behalf of, and for the sole benefit of, Ares Management and has assigned all economic, pecuniary and voting rights in respect of these securities to Ares Management. See continuation on Footnote 2. |
(2) | Mr. Serota disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein) and the filing of this Form 4 shall not be deemed an admission that Mr. Serota is the beneficial owner of, or has any interest in, any securities not directly owned by Mr. Serota for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
(3) | Amounts reported in this Form 4 do not include any securities of the Issuer held by Ares Corporate Opportunities Fund II, L.P. ("ACOF II"), Ares SandRidge, L.P. ("Ares SandRidge"), Ares SandRidge 892 Investors, L.P. ("Ares 892 Investors") and Ares SandRidge Co-Invest, LLC (together with Ares SandRidge and Ares 892 Investors, the "ACOF II AIVs"), each of which is indirectly controlled by Ares Management. Mr. Serota disclaims beneficial ownership of all securities of the Issuer directly and indirectly held by ACOF II and the ACOF II AIVs, except to the extent of any pecuniary interest therein. The amounts reported herein shall not be deemed an admission that Mr. Serota is the beneficial owner of, or has any interest in, any such securities not directly owned by Mr. Serota for purposes of Section 16 of the Exchange Act or for any other purpose. |