SEC Form 4 · accession 0001433642-18-000105
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Joseph G. Maniaci
10% Owner
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 8:27 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 | Sep 17, 2018 | J | 250,000 | $0.001 | D | 727,296 | 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 UnitsF3 | — | Sep 17, 2018 | J | 250,000 | D | — | — | Class A Common Stock | 250,000 | 727,296 | D |
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.
- F2Due to an administrative error, the reporting person's original Form 3 filed on March 8, 2017 incorrectly reported the common stock held by the reporting person as Class A common stock rather than Class B common stock. The 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 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
This Form is filed by (i) the Mario Giannini 2008 Annuity Trust (the "Trust") and (ii) Joseph G. Maniaci. Mr. Maniaci serves as trustee of the Trust. The Trust is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.