SEC Form 4 · accession 0001433642-18-000090
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tara Devlin
10% Owner
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 5:03 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 A Common StockF1 | holding | — | — | — | 48,899 | D | ||
| Class A Common StockF2 | holding | — | — | — | 250 | I | See footnote | |
| Class B Common StockF3 | holding | — | — | — | 173,441 | 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 UnitsF6,F4 | — | Sep 17, 2018 | J | 14,105 | D | — | — | Class A Common Stock | 14,105 | 214,767 | I |
| Class B UnitsF6,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 173,441 | 173,441 | I |
Explanation of responses
- F1Total number of shares includes shares of Class A common stock held through a family trust of which the reporting person is the settlor, trustee, and a beneficiary.
- F2Consists of shares of Class A common stock held by the reporting person's son, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by her son, and this report should not be deemed an admission that she is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
- F3The 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.
- 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 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.
- F5The 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.
- F6Held 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.