X0206 3 2017-03-03 0 0001431372 Gastar Exploration Inc. GST 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 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 0001684171 ACOF Investment Management LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 Common Stock, $0.001 par value 29408305 I See footnotes 6.00% Convertible Notes due 2022 2022-03-01 Common Stock, $0.001 par value 56554433 I See footnotes The amount reported reflects an aggregate 29,408,305 shares of the Issuer's common stock, par value $0.001 ("Common Stock"), directly held in the following amounts: 1,461,050 shares by AF V Energy I AIV A1, L.P., 1,447,938 shares by AF V Energy I AIV A2, L.P., 1,449,622 shares by AF V Energy I AIV A3, L.P., 1,457,303 shares by AF V Energy I AIV A4, L.P., 1,464,796 shares by AF V Energy I AIV A5, L.P., 1,455,617 shares by AF V Energy I AIV A6, L.P., 1,423,587 shares by AF V Energy I AIV A7, L.P., 1,442,318 shares by AF V Energy I AIV A8, L.P., 1,461,050 shares by AF V Energy I AIV A9, L.P., 1,461,050 shares by AF V Energy I AIV A10, L.P., 1,442,318 shares by AF V Energy I AIV A11, L.P., 1,423,587 shares by AF V Energy I AIV A12, L.P., 1,715,797 shares by AF V Energy I AIV A13, L.P., and 10,302,272 shares by AF V Energy I AIV B1, L.P. The foregoing entities are managed by ACOF Investment Management LLC ("ACOF"). The sole member of ACOF is Ares Management LLC. (continued in footnote 2) 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, L.P. ("Ares Management"). 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 Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. (continued in footnote 3) 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 the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the securities reported on this Form 3, 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, (the "Exchange Act") or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. The 6.00% Convertible Notes due 2022 (the "Convertible Notes") will bear interest at a rate of 6.00% per annum, with interest payable quarterly. The Convertible Notes, subject to approval by the Issuer's stockholders, will be convertible into shares of Common Stock at the election of the holder until the close of business on the trading day immediately before the maturity date of March 31, 2022, at an initial conversion rate of 452.4355 shares of Common Stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes). The amount reported reflects an aggregate 56,554,433 shares of Common Stock that may be issued upon the conversion of the Convertible Notes, to be directly held in the following amounts: 2,809,624 shares by AF V Energy I AIV A1, L.P., 2,784,288 shares by AF V Energy I AIV A2, L.P., 2,787,907 shares by AF V Energy I AIV A3, L.P., 2,802,385 shares by AF V Energy I AIV A4, L.P., 2,816,863 shares by AF V Energy I AIV A5, L.P., 2,799,218 shares by AF V Energy I AIV A6, L.P., 2,737,687 shares by AF V Energy I AIV A7, L.P., 2,773,882 shares by AF V Energy I AIV A8, L.P., 2,809,624 shares by AF V Energy I AIV A9, L.P., 2,809,624 shares by AF V Energy I AIV A10, L.P., 2,773,882 shares by AF V Energy I AIV A11, L.P., 2,737,687 shares by AF V Energy I AIV A12, L.P., 3,299,612 shares by AF V Energy I AIV A13, L.P., and 19,812,150 shares by AF V Energy I AIV B1, L.P. /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 2017-03-08 /s/ Naseem Sagati, by Authorized Signatory of ACOF INVESTMENT MANAGEMENT LLC 2017-03-08