13D Filing: Ares Management LLC and Gastar Exploration Inc. (GST)

 

Item 5.     Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)   Aggregate number and percentage of securities.

 

ACOF Investment Management LLC manages the following investment vehicles (the Purchasers) that, pursuant to the terms of the Securities Purchase Agreement, the Second Securities Purchase Agreement, upon the Requisite Stockholder Approval, and through open market purchases, acquired (i) an aggregate of 56,712,088 shares of Common Stock and (ii) Convertible Notes convertible into an aggregate of 73,520,769 shares of Common Stock, in the individual amounts below:

 

Ares Investment Vehicle		Common Stock		Convertible Note Shares
AF V Energy I AIV A1 L.P.		2,817,506		3,652,512
AF V Energy I AIV A2 L.P.		2,792,028		3,619,484
AF V Energy I AIV A3 L.P.		2,795,856		3,624,461
AF V Energy I AIV A4 L.P.		2,810,129		3,643,011
AF V Energy I AIV A5 L.P.		2,824,880		3,662,013
AF V Energy I AIV A6 L.P.		2,806,979		3,638,939
AF V Energy I AIV A7 L.P.		2,745,103		3,558,858
AF V Energy I AIV A8 L.P.		2,781,304		3,605,911
AF V Energy I AIV A9 L.P.		2,817,506		3,652,512
AF V Energy I AIV A10 L.P.		2,817,506		3,652,512
AF V Energy I AIV A11 L.P.		2,781,304		3,605,911
AF V Energy I AIV A12 L.P.		2,745,781		3,559,310
AF V Energy I AIV A13 L.P.		3,308,876		4,289,540
AF V Energy I AIV B1 L.P.		19,867,330		25,755,795
TOTAL:		56,712,088		73,520,769

 

The shares of Common Stock together with the shares of Common Stock issuable upon conversion of the Convertible Notes held by AF V Energy I AIV B1, L.P., represent approximately 19.2% of the shares of Common Stock outstanding after giving effect to the conversion of such Convertible Notes.  None of the other Purchasers hold shares of Common Stock and Convertible Notes representing 5.0% or more of the outstanding shares of Common Stock after giving effect to the conversion of such Convertible Notes.  Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Stock reported on the cover pages to this Schedule 13D for such Reporting Person.

 

See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. The beneficial ownership disclosed on the cover pages of this Schedule 13D includes shares of Common Stock that may be issued upon the conversion of the Convertible Notes, and reflects 52,910 shares held by Nathan Walton, which represents shares granted to Mr. Walton in his capacity as a director of the Issuer. Pursuant to the policies of the Reporting Persons, Mr. Walton holds these securities as a nominee on behalf of, and for the sole benefit of, the Reporting Persons and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities.  The ownership percentages reported in this Schedule 13D are based on an aggregate of 211,903,583 shares of Common Stock outstanding as of May 8, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed on May 10, 2017.

 

(b)         Power to vote and dispose. See items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. The beneficial ownership disclosed on the cover pages of this Schedule 13D includes shares of Common Stock that may be issued upon the conversion of the Convertible Notes, as described in Item 5(a) above, and reflects 52,910 shares held by Nathan Walton, which represents shares granted to Mr. Walton in his capacity as a director of the Issuer. Pursuant to the policies of the Reporting Persons, Mr. Walton holds these securities as a nominee on behalf of, and for the sole benefit of, the Reporting Persons and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities.

 

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