SEC Form 4 · accession 0001433642-18-000023
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 5, 2018
Accepted (ET)
Mar 23, 2018 · 4:03 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 B Common StockF2,F3 | Mar 5, 2018 | J | 1,254,860 | $0.001 | D | 14,538,318 | D | |
| Class A Common StockF4 | holding | — | — | — | 11,356,448 | 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,F5 | — | Mar 5, 2018 | J | 1,254,860 | D | — | — | Class A Common Stock | 1,254,860 | 14,538,318 | D |
| Class B UnitsF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 11,356,448 | 11,356,448 | I |
Explanation of responses
- F1The following individuals and entities, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering: Hartley Rogers (through HRHLA, LLC ("HRHLA")), the 2008 Sexton Des. Trust FBO Laura Sexton, the 2008 Sexton Des. Trust FBO Matthew Sexton, and the Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated November 25, 2008. At the Issuer's election, the exchanges were settled in cash.
- F2The 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.
- F3The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.
- F4This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.
- F5Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. 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 do not have an expiration date.
Remarks
This Form is filed by (i) HLA Investments, LLC ("HLAI") and (ii) HRHLA, LLC ("HRHLA"). HRHLA is the managing member of HLAI. The reporting persons are members of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.