SEC Form 4 · accession 0001433642-18-000106

Hamilton Lane INC · HLNE

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

Reporting owners

HLA INVESTMENTS LLC

10% Owner

HRHLA, LLC

10% Owner

Period of report

Sep 17, 2018

Accepted (ET)

Sep 19, 2018 · 8:30 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 Stock^F2,F3	Sep 17, 2018	J	617,837	$0.001	D	13,920,481	D
Class B Common Stock^F2,F5	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^F3,F6	—	Sep 17, 2018	J	617,837	D	—	—	Class A Common Stock	617,837	13,920,481	D
Class B Units^F5,F6	—	Sep 17, 2018	J	417,837	D	—	—	Class A Common Stock	417,837	10,938,611	I

Explanation of responses

F1The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, 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"): Hartley Rogers (through HRHLA, LLC ("HRHLA")) and Michael Schmertzler. At the Issuer's election, the exchanges were settled in cash.
F2Due to an administrative error, the reporting person's original Form 3 filed on March 8, 2017 and subsequent Form 4 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.
F3The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.
F4Hartley Rogers, the manager of HRHLA, LLC (the managing member of HLAI), exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.
F5This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.
F6Pursuant 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) HLA Investments, LLC ("HLAI") and (ii) HRHLA, LLC ("HRHLA"). HRHLA is the managing member of HLAI. The reporting persons are members of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.