Sec Form 3 Filing - ARES MANAGEMENT LLC @ California Resources Corp - 2020-10-27

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2020 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 17,324,848 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) I By ECR Corporate Holdings L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration 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 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 Holdings Inc. 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 Voting LLC 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 Partners Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES, CA90067 X ECR Corporate Holdings L.P. 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 11/06/2020 Signature of Reporting Person Date ECR CORPORATE HOLDINGS, L.P. By: ECR CORPORATE HOLDINGS GP LLC Its: General Partner /s/ Gary Levin By: Gary Levin Its: Authorized Signatory 11/06/2020 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 11/06/2020 Signature of Reporting Person Date ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 11/06/2020 Signature of Reporting Person Date ARES HOLDINGS INC. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 11/06/2020 Signature of Reporting Person Date ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 11/06/2020 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 11/06/2020 Signature of Reporting Person Date ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 11/06/2020 Signature of Reporting Person Date ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 11/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 15, 2020, the Issuer and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Code, 11 U.S.C. Section 101-1532 in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On October 8, 2020 the Issuer filed the Amended Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the "Plan"). On October 13, 2020, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On October 27, 2020 (the "Effective Date"), the conditions to effectiveness of the Plan were satisfied or waived and the Issuer emerged from Chapter 11. ( 2 )Pursuant to the Plan and the Confirmation Order, the Issuer issued 17,324,848 shares of its common stock, par value $0.01 (the "Common Stock") to ECR Corporate Holdings L.P. ("ECR"), on the Effective Date in exchange for all of the equity interests of Elk Hills Power, LLC held by ECR. ( 3 )ECR Corporate Holdings GP LLC ("ECR GP"), the general partner of ECR, may be deemed to be a beneficial owner of, or have a pecuniary interest in, the Common Stock held by ECR. Ares Management LLC indirectly controls ECR GP. 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"). 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 (the "Ares 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 (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 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. (Continued in footnote 5) ( 5 )Each of the Reporting Persons (other than ECR with respect to the shares of Common Stock directly held by it), 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 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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