SEC Form 4 · accession 0001433642-18-000032
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, 2018
Accepted (ET)
May 17, 2018 · 4:11 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 | May 15, 2018 | F | 3,328 | $45.19 | D | 123,756 | D | |
| Class B Common StockF2 | holding | — | — | — | 2,949,595 | D | ||
| Class B Common StockF3 | holding | — | — | — | 2,862,736 | 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,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 2,862,736 | 2,862,736 | I |
| Class B UnitsF4 | — | holding | — | — | — | — | — | Class A Common Stock | 2,949,595 | 2,949,595 | D |
Explanation of responses
- F1Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
- 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.
- F3Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc. and 283,632 securities owned directly by HLA Investments, LLC.
- F4Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"), the Class B 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 of HLA do not have an expiration date.
Remarks
In addition to serving as an officer and director of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.