SEC Form 4 · accession 0001433642-17-000055
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
Michael J. Donohue
Officer — Managing Director & Controller · 10% Owner
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 4:22 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 | 1,060 | $18.79 | D | 17,784 | D | |
| Restricted Class A Common Stock | holding | — | — | — | 23,750 | D | ||
| Class B Common StockF2 | holding | — | — | — | 26,819 | 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 UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 26,819 | 26,819 | I |
| Class C UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 45,330 | 45,330 | I |
Explanation of responses
- F1Shares delivered to the issuer for the payment of witholding taxes due upon the vesting of restricted stock previously granted.
- F2Held on behalf of the reporting person 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 of the Issuer, Mr. Donohue is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.