SEC Form 4 · accession 0001433642-18-000087
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randy M. Stilman
Officer — CFO and Treasurer · 10% Owner
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 5:01 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 | holding | — | — | — | 32,805 | D | ||
| Class B Common StockF1 | holding | — | — | — | 598,009 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C UnitsF4,F2 | — | Sep 17, 2018 | J | 125,000 | D | — | — | Class A Common Stock | 125,000 | 109,420 | I |
| Class B UnitsF4,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 598,009 | 598,009 | I |
Explanation of responses
- F1The 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.
- F2Pursuant 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 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.
- F3The reporting person exchanged Class C Units with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.
- F4Held on behalf of the reporting person by HL Management Investors, LLC.
Remarks
In addition to serving as an officer 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.