SEC Form 4 · accession 0001433642-18-000104

Hamilton Lane INC · HLNE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Hartley R. Rogers

Officer — Chairman · Director · 10% Owner

Period of report

Sep 17, 2018

Accepted (ET)

Sep 19, 2018 · 8:26 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	28,087	$47.26	D	147,122	D
Class B Common Stock^F3	Sep 17, 2018	J	417,837	$0.001	D	10,938,611	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^F5,F4	—	Sep 17, 2018	J	417,837	D	—	—	Class A Common Stock	417,837	10,938,611	I

Explanation of responses

F1Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 12, 2018.
F2The 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.
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. These securities are owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.
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.
F5These securities are owned directly by HLAI. The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.

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.