UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. N53745100

1.

Names of Reporting Persons
Ares Management LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
36,238,505 (see Item 4)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
36,238,505 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,238,505 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.4% (see Item 4)

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. N53745100

1.

Names of Reporting Persons
Ares Partners Management Company LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
36,238,505 (see Item 4)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
36,238,505 (see Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,238,505 (see Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.4% (see Item 4)

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
LyondellBasell Industries N.V.

(b)

Address of Issuer’s Principal Executive Offices
Weena 737
3013AM Rotterdam
The Netherlands

Item 2.

(a)

Name of Person Filing
Ares Management LLC (“Ares Management”)

Ares Partners Management Company LLC (“Ares Partners” and, together with Ares Management, the “Ares Entities”)

(b)

Address of Principal Business Office or, if none, Residence
For each Ares Entity:

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

(c)

Citizenship
For each Ares Entity, Delaware

(d)

Title of Class of Securities
Ordinary shares, par value €0.04 per share

(e)

CUSIP Number
N53745100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Ares Management directly and indirectly manages certain investment vehicles that hold in the aggregate (i) 35,580,093 ordinary shares of LyondellBasell Industries N.V. (the “Issuer”) and (ii) 658,412 warrants to purchase ordinary shares of the Issuer (“Warrants”) which are exercisable at any time.  No single Ares investment vehicle holds 5% or more of the ordinary shares of the Issuer.  As a result of this relationship and the relationships described below in Item 6, the Ares Entities may be deemed to indirectly beneficially own the ordinary shares beneficially owned by such investment vehicles.  Each of the Ares Entities and the officers, partners, members and managers of the Ares Entities disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

(b)

Percent of class:   

6.4% (1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

36,238,505 (2)

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

36,238,505 (2)

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Ares Management is indirectly controlled by Ares Partners.  Ares Partners is managed by an executive committee comprised of Antony Ressler, Michael Arougheti, David Kaplan, Greg Margolies and Bennett Rosenthal.  Each of the members of the executive committee, the Ares Entities and the officers, partners, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of 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 Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Inapplicable

Item 8.

Identification and Classification of Members of the Group

See Joint Filing Agreement attached as Exhibit 99.1 hereto.

Item 9.

Notice of Dissolution of Group

Inapplicable

Item 10.

Certification

Date:  February 14, 2011

ARES MANAGEMENT LLC

By:

/s/Michael D. Weiner

Authorized Signatory

ARES PARTNERS MANAGEMENT COMPANY LLC

By:

/s/Michael D. Weiner

Authorized Signatory

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).