SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Stock, $0.0001 par value per share 03/26/2020 A 40,135(1)(2)(3) A $0 40,135(1)(2)(3) D(2)(3)(4)(5)
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 (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 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: 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
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Holdings L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdco LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdings Inc.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Corp

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management GP LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Voting LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Partners Holdco LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. Represents 40,135 restricted stock units granted to Matthew Underwood, Principal at Ares Management LLC, as a director of Infrastructure and Energy Alternatives, Inc. (the "Issuer"). Each restricted stock unit represents the right to receive one share of common stock upon vesting. Vesting of the restricted stock units will occur on March 26, 2021, the first anniversary of the grant date.
2. Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Mr. Underwood to be appointed to the Issuer's board of directors on March 10, 2020. Pursuant to an agreement between Ares Management LLC and Mr. Underwood, Mr. Underwood has agreed to pay Ares Management LLC all of his director compensation, and has instructed the Issuer to pay all such compensation directly to Ares Management LLC. Accordingly, Ares Management LLC is the direct holder of the 40,135 restricted stock units granted to Mr. Underwood on March 26, 2020. 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").
3. The sole stockholder of Ares Holdings 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 "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 "Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this Form 4, the holders of the Class B Common Stock and the 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. (continued in footnote 4)
4. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners" and together with Ares Voting, Ares Management GP, Ares Management, Ares Holdings, Ares Holdco, Ares Management Holdings and Ares Management LLC, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). (continued in footnote 5)
5. Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Ares Entities and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, 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. The address of each Ares Entity is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
Remarks:
Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Matthew Underwood to be appointed to the board of directors of the Issuer, and Mr. Underwood became a director effective March 10, 2020. Accordingly, the Reporting Persons listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Securities and Exchange Act of 1934.
ARES MANAGEMENT LLC By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC Its: General Partner By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES HOLDCO LLC By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES HOLDINGS INC. By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES MANAGEMENT CORPORATION By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES MANAGEMENT GP LLC By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
ARES PARTNERS HOLDCO LLC By: Naseem Sagati Aghili Its: Authorized Signatory 03/30/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.