SEC Form 4 · accession 0001433642-18-000098
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 5:08 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 | Sep 17, 2018 | S | 100,000 | $47.26 | D | 900,015 | D | |
| Class B Common StockF2 | holding | — | — | — | 7 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 7 | 7 | I |
Explanation of responses
- F1Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 12, 2018.
- 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.
- F3Pursuant 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. 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.
- F4The securities reported are owned indirectly by the Trust through HLA Investments, LLC.
Remarks
This Form is filed by (i) Oakville Number Two Trust ("Trust") and (ii) Rysaffe Trust Company (CI) Limited ("Trustee"). The Trustee is the trustee of the Trust, and the Trust is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.