X0206 3 2014-10-09 0 0001216596 NORTEK INC NTK 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001176948 ARES MANAGEMENT LP 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 Common stock, par value $0.01 per share 6211335 I See footnotes Warrant to Purchase Common Stock 52.80 2014-12-17 Common Stock, par value $0.01 per share 55562 I See footnote Option to Purchase Common Stock 17.50 2020-04-08 Common Stock, par value $0.01 per share 10000 I See footnote Option to Purchase Common Stock 41.00 2020-08-12 Common Stock, par value $0.01 per share 10000 I See footnote The amount reported reflects 2,920,938 shares owned of record by Ares Corporate Opportunities Fund II, L.P. ("ACOF II"), 3,280,320 shares owned of record by Ares Corporate Opportunities Fund III, L.P. ("ACOF III"). The amount reported also includes 4,625 shares held by Bennett Rosenthal, 4,625 shares held by Daniel C. Lukas and 827 shares held by James B. Hirshorn, which represent shares of restricted stock granted to Messrs. Rosenthal, Lukas and Hirshorn in their respective capacities as directors of the Issuer. The manager of ACOF II is ACOF Operating Manager II, L.P. ("ACOF Operating II") and the general partner of ACOF Operating II is Ares Management, Inc. ("Ares Inc."). Ares Inc. is owned by Ares Management LLC ("Ares Management LLC"). The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating III") and the sole member of ACOF Operating III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. (f/k/a Ares Management Holdings LLC) ("Ares Management Holdings"). Following an internal reorganization (the "Reorganization") undertaken in connection with the initial public offering of Ares Management, L.P. ("Ares Management"), Ares Holdings Inc. ("Ares Holdings") became the general partner of Ares Management Holdings. The sole stockholder of Ares Holdings is Ares Management. (Continued to footnote 3) The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with ACOF II, ACOF III, ACOF Operating II, ACOF Operating III, Ares Management LLC, Ares Management Holdings, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is comprised of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Mr. Rosenthal. Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of Ares Holdings, Ares Management, Ares Management GP and Ares Partners (the "Reporting Persons") may be deemed beneficial owners of the securities reported herein. (Continued to footnote 4) Each of the Reporting Persons and the members of the Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 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 Reporting Person is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. The warrants can be exercised at any time. The warrants are owned directly by ACOF II. See footnotes 1 and 2. The option is exercisable in five equal annual installments. 20% becomes exercisable on each anniversary of the grant date beginning on April 8, 2011. Mr. Rosenthal holds the option expiring April 8, 2020 and Mr. Lukas holds the option expiring August 12, 2020. These securities were granted to Messrs. Rosenthal and Lukas in their respective capacities as directors of the Issuer. Messrs. Rosenthal, Lukas and Hirshorn are associated with Ares Management LLC and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn hold these securities (and the securities described as held by them in footnote 1) as a nominee on behalf of, and for the sole benefit of, the Ares Entities and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities. The option is exercisable in five equal annual installments. 20% becomes exercisable on each anniversary of the grant date beginning on August 12, 2011. Michael Weiner, Authorized Signatory, for ARES HOLDINGS INC. 2014-10-14 Michael Weiner, Authorized Signatory, for Ares Management GP LLC, general partner for ARES MANAGEMENT, L.P. 2014-10-14 Michael Weiner, Authorized Signatory, for ARES MANAGEMENT GP LLC 2014-10-14 Michael Weiner, Authorized Signatory, for ARES PARTNERS HOLDCO LLC 2014-10-14