SEC Form 4/A · accession 0001433642-17-000074
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael John Kelly
10% Owner
Period of report
Mar 28, 2017
Accepted (ET)
Apr 3, 2017 · 4:58 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 StockF2 | Mar 28, 2017 | F | 3,851 | $18.79 | D | 3,645 | D | |
| Restricted Class A Common Stock | holding | — | — | — | 13,456 | D | ||
| Class B Common StockF3,F4 | holding | — | — | — | 82,605 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 82,605 | 82,605 | I |
| Class C UnitsF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 369,737 | 369,737 | I |
Explanation of responses
- F1Shares delivered to the issuer for the payment of witholding taxes due upon the vesting of restricted stock previously granted.
- F2Due to an administrative error, the number of shares of Class A common stock reported as delivered to the issuer for payment of witholding taxes in the original Form 4 filing on March 30, 2017 was underreported. This amendment is being filed solely to correct the affected line in Table I.
- F3In the reorganization(the "Reorganization") of Hamilton Lane Advisors, L.L.C. ("HLA") in connection with the Issuer's initial public offering (the "IPO"), shares of the Class B common stock of the Issuer, par value $0.001 per share, were issued and sold at par value to certain persons who held voting interests in HLA prior to the Reorganization. The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote.
- F4Held on behalf of the reporting person by HL Management Investors, LLC.
- F5Pursuant 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
The reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.