SEC Form 4 · accession 0001433642-17-000048
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Mario L Giannini
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433642
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Mar 28, 2017 | F | 20,826 | $18.79 | D | 44,019 | D | |
| Restricted Class A Common Stock | holding | — | — | — | 83,142 | D | ||
| Class B Common Stock | holding | — | — | — | 3,228,103 | D | ||
| Class B Common StockF2 | holding | — | — | — | 3,527,303 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF3 | — | holding | — | — | — | — | — | Class A Common Stock | 3,228,103 | 3,228,103 | D |
| Class B UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 3,527,303 | 3,527,303 | I |
Explanation of responses
- F1Shares delivered to the issuer for the payment of witholding taxes due upon the vesting of restricted stock previously granted.
- F2Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini; 283,632 securities owned directly by HLA Investments, LLC; and 664,567 securities held on behalf of Mr. Giannini by HL Management Investors, LLC.
- F3In the Reorganization, the voting interests of HLA held prior to the IPO were converted into Class B Units and the non-voting interests of HLA were converted into Class C Units. Pursuant to an Exchange Agreement entered into in connection with the Reorganization, the Class B Units and Class C Units of HLA are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units and Class C Units of HLA do not have an expiration date.
Remarks
In addition to serving as an officer and director of the Issuer, Mr. Giannini is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.