SEC Form 4 · accession 0001433642-18-000096
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Schmertzler
10% Owner
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 5:07 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 StockF2,F3 | Sep 17, 2018 | J | 200,000 | $0.001 | D | 902,005 | I | See footnotes |
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 | — | Sep 17, 2018 | J | 200,000 | D | — | — | Class A Common Stock | 200,000 | 902,005 | 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.
- F3These securities are 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
The reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.