SEC Form 4 · accession 0001433642-17-000080
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mario L Giannini
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
May 15, 2017
Accepted (ET)
May 15, 2017 · 5:13 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Class A Common StockF1 | May 15, 2017 | A | 29,494 | — | A | 112,636 | D | |
| Class A Common Stock | holding | — | — | — | 34,218 | 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 UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 3,527,303 | 3,527,303 | I |
| Class B UnitsF3 | — | holding | — | — | — | — | — | Class A Common Stock | 3,228,103 | 3,228,103 | D |
Explanation of responses
- F1Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The shares vest in four equal annual installments.
- 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.