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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000950170-25-000852 0001142872 XXXXXXXX LIVE 3 Class A Common Shares; Class D Common Shares; Class I Common Shares 03/31/2025 false 0001876006 04020B202 Ares Private Markets Fund 245 Park Avenue 44th Floor New York, NY X1 10167 Scott D. Fitzhenry 617-357-9500 175 Berkeley Street Boston, MA X1 02116 0001142872 N Liberty Mutual Holding Company Inc. AF N MA 0 2582409 0 2582409 2582409 N 3.7 CO 0001549696 N Liberty Mutual Retirement Plan Master Trust WC N MA 0 528433 0 528433 528433 Y 0.8 EP 0001423117 N Liberty Mutual Investment Holdings LLC WC N DE 0 2053976 0 2053976 2053976 Y 2.9 OO (Limited Liability Company) Class A Common Shares; Class D Common Shares; Class I Common Shares Ares Private Markets Fund 245 Park Avenue 44th Floor New York, NY X1 10167 This Amendment No. 3 to Schedule 13D is being filed by Liberty Mutual Holding Company Inc. ("LMHC"), Liberty Mutual Retirement Plan Master Trust ("LMRPMT") and Liberty Mutual Investment Holdings LLC ("LMIH") (collectively, the "Reporting Persons", and each, a "Reporting Person"), in respect of the Class A Common Shares, $0.001 par value per share, the Class D Common Shares, $0.001 par value per share and the Class I Common Shares, $0.001 par value per share (collectively, the "Common Shares"), of Ares Private Markets Fund (the "Issuer"). The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 1, 2022, as amended and supplemented by Amendment No. 1 on October 1, 2024 and Amendment No. 2 on January 3, 2025 (together, the "Schedule"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. Liberty Mutual Holding Company Inc.; Liberty Mutual Retirement Plan Master Trust; Liberty Mutual Investment Holdings LLC 175 Berkeley Street, Boston, MA 02116 LMHC operates primarily through two businesses: (1) global risk solutions and (2) global retail markets. Each of these businesses market and underwrite insurance policies issued by the insurance entities owned or controlled by LMHC. LMIH holds various private equity assets. LMRPMT is a qualified benefit plan for the benefit of the employees of Liberty Mutual Group Inc. and its participating employers. No No Liberty Mutual Holding Company Inc.: Massachusetts; Liberty Mutual Retirement Plan Master Trust: Massachusetts; Liberty Mutual Investment Holdings LLC: Delaware The name, present principal occupation or employment and citizenship of each director and executive officer of LMHC are set forth on Exhibit 99.4 hereto, which is incorporated herein by reference. The disclosure in Item 4 to the Schedule is hereby supplemented by adding the following at the end thereof: On March 3, 2025, the Issuer announced the commencement of a tender offer (the "Tender Offer") to purchase an amount up to approximately 5.00% of the net assets of the Issuer from shareholders of the Fund at their net asset value calculated as of the valuation date of March 31, 2025. In connection with the Tender Offer, the Reporting Persons tendered an aggregate of 694,350 Common Shares held by the Reporting Persons (the "Tendered Shares") at a price per Common Share to be determined by the Issuer in accordance with the Schedule TO filed by the Issuer on March 3, 2025. The Tender Offer closed on March 31, 2025. Item 5(a) of the Schedule is hereby amended and restated as follows: The percentages of Common Shares beneficially owned described in this Schedule 13D are based on 69,332,131 Common Shares outstanding as of January 31, 2025 and after giving effect to the repurchase of the Tendered Shares. 2,053,976 Common Shares (2.9%) are owned directly by LMIH and may be deemed to be beneficially owned by LMHC because LMHC indirectly controls all of the outstanding interests in LMIH. Certain of LMHC's subsidiaries have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, Common Shares owned directly by LMIH. Liberty Mutual Insurance Company and Peerless Insurance Companies, each an indirect wholly owned subsidiary of LMHC, own 40% and 22%, respectively, of the membership interests in LMIH. Each of the Reporting Persons (other than LMIH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. 528,433 Common Shares (0.8%) are owned directly by LMRPMT and may be deemed to be beneficially owned by LMHC because LMHC indirectly controls the investment and voting decisions of the Common Shares directly held by LMRPMT as a result of a sub-advisory arrangement between Liberty Mutual Group Asset Management Inc. and the Liberty Mutual Retirement Committee, the named fiduciary of LMRPMT. Each of the Reporting Persons (other than LMRPMT), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. 2,582,409 Common Shares (3.7%) may be deemed to be beneficially owned by LMHC because (i) LMHC indirectly controls all of the outstanding interests in LMIH and (ii) LMHC indirectly controls the investment and voting decisions of the Common Shares directly held by LMRPMT as a result of a sub-advisory arrangement with Liberty Mutual Group Asset Management Inc. Item 5(b) of the Schedule is hereby amended and restated as follows: The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference. On March 3, 2025, the Issuer announced the commencement of the Tender Offer to purchase an amount up to approximately 5.00% of the net assets of the Issuer from shareholders of the Fund at their net asset value calculated as of the valuation date of March 31, 2025. In connection with the Tender Offer, the Reporting Persons tendered the Tendered Shares at a price per Common Share to be determined by the Issuer in accordance with the Schedule TO filed by the Issuer on March 3, 2025. The Tender Offer closed on March 31, 2025. As of March 31, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Shares. 99.4 - Annex Liberty Mutual Holding Company Inc. /s/ Vlad Barbalat Vlad Barbalat, Executive Vice President and Chief Investment Officer 04/01/2025 Liberty Mutual Retirement Plan Master Trust Liberty Mutual Insurance Company its Adviser, Liberty Mutual Group Asset Management Inc., its Sub-Adviser 04/01/2025 /s/ Demetri Fifis Demetri Fifis, Vice President 04/01/2025 Liberty Mutual Investment Holdings LLC /s/ Demetri Fifis Demetri Fifis, Vice President 04/01/2025