SEC Form 4 · accession 0001433642-18-000088

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

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 B Common Stock^F2	Sep 17, 2018	J	500,000	$0.001	D	2,449,595	D
Class A Common Stock	holding	—	—		—	123,756	D
Class B Common Stock^F2,F3	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 Units^F4	—	Sep 17, 2018	J	500,000	D	—	—	Class A Common Stock	500,000	2,449,595	D
Class B Units^F3,F4	—	holding	—	—	—	—	—	Class A Common Stock	2,862,736	2,862,736	I

Explanation of responses

F1The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"). At the Issuer's election, the exchange was 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.
F3Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc. and 283,632 securities owned directly by HLA Investments, LLC.
F4Pursuant 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

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.