X0306 4 2019-06-18 1 0001563407 Smart & Final Stores, Inc. SFS 0001428903 ARES CORPORATE OPPORTUNITIES FUND III LP 2000 AVENUE OF THE STARS LOS ANGELES CA 90067 0 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS LOS ANGELES CA 90067 0 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS LOS ANGELES CA 90067 0 0 1 0 common stock, par value $0.001 2019-06-18 4 U 0 44218762 6.50 D 0 D Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 18, 2019 Purchaser accepted shares of issuer's common stock tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III"), and the sole member of ACOF Operating Manager III is Ares Management LLC ("Ares Management LLC"). The manager of ACOF IV is ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), and the sole member of ACOF Operating Manager IV is Ares Management LLC. 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"), whose sole stockholder is Ares Management Corporation ("Ares Management"). (Continued in footnote 3) 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 ("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 ("Class C Common Stock"). The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report. Thus, in total, there are 12 joint filers: ACOF III, ACOF IV, ACOF Operating Manager III, ACOF Operating Manager IV, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, Ares Voting, Ares Management GP and Ares Partners. ARES CORPORATE OPPORTUNITIES FUND III, L.P. By: ACOF OPERATING MANAGER III, LLC Its: Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2019-06-20 ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2019-06-20 ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2019-06-20