SEC Form 4 · accession 0001433642-18-000026
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael John Kelly
10% Owner
Period of report
Mar 30, 2018
Accepted (ET)
Apr 2, 2018 · 4:06 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 30, 2018 | D | 7,544 | $0.00 | D | 7,584 | D | |
| Class B Common StockF2 | holding | — | — | — | 82,605 | D |
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,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 82,605 | 82,605 | I |
| Class C UnitsF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 301,886 | 301,886 | I |
Explanation of responses
- F1Shares forfeited to the Issuer pursuant to the Issuer's 2017 Equity Incentive Plan in connection with the reporting person's retirement from the company.
- 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.
- F3Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. ("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.
- F4Held on behalf of the reporting person by HL Management Investors, LLC.
Remarks
The reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.