California Resources Corporation

01/20/2022 | Press release | Distributed by Public on 01/20/2022 15:03

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
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 OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ARES MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
California Resources Corp [CRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 AVENUE OF THE STARS , 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LOS ANGELES CA 90067
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
ACOF Investment Management LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Management Corp
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Management GP LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Voting LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067

X

Signatures

ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ACOF INVESTMENT MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC Its: General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date
ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2022-01-20
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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 statement is being filed jointly by (i) AF V Energy IV AIV 1A, L.P. ("ACOF AIV 1A"), (ii) AF V Energy IV AIV 1B, L.P. ("ACOF AIV 1B"), (iii) AF V Energy IV AIV 2, L.P. ("ACOF AIV 2" and, together with ACOF AIV 1A and ACOF AIV 1B, the "ACOF AIVs"), (iv) AEOF ECR AIV A-B, L.P. ("AEOF AIV A-B"), (v) AEOF ECR AIV C, L.P. ("AEOF AIV C" and, together with AEOF AIV A-B, the "AEOF AIVs"), (vi) AF Energy Feeder, L.P., (vii) ACOF Investment Management LLC ("ACOF Investment Management"), (viii) Ares Management LLC, (Continued in footnote 2)
(2) (ix) Ares Management Holdings L.P. ("Ares Management Holdings"), (x) Ares Holdco LLC ("Ares Holdco"), (xi) Ares Management Corporation ("Ares Management"), (xii) Ares Voting LLC ("Ares Voting"), (xiii) Ares Management GP LLC ("Ares Management GP") and (xiv) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
(3) ACOF Investment Management is the manager of each of the ACOF AIVs, the AEOF AIVs and AF Energy Feeder, L.P., and the sole member of ACOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). (Continued in footnote 4)
(4) Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares 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. The sole member of both Ares Management GP and Ares Voting is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members.
(5) The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, in the aggregate 9,438,968 shares of Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) ACOF AIV 1A directly holds 528,843 shares of Common Stock, (ii) ACOF AIV 1B directly holds 1,935,297 shares of Common Stock, (iii) ACOF AIV 2 directly holds 1,971,500 shares of Common Stock, (iv) AEOF AIV A-B directly holds 1,894,861 shares of Common Stock, (v) AEOF AIV C directly holds 804,524 shares of Common Stock and (vi) AF Energy Feeder, L.P. directly holds 2,303,943 shares of Common Stock.
(6) Each of the Reporting Persons (other than the ACOF AIVs, the AEOF AIVs, and AF Energy Feeder, L.P with respect to the shares of Common Stock directly held by them) and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, 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.
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