SEC Form 4 · accession 0001577084-17-000002

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

Mar 17, 2017

Accepted (ET)

Mar 21, 2017 · 4:48 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
Restricted Class A Common Stock^F1	Mar 17, 2017	A	39,915	—	A	183,115	D
Class B Common Stock^F2	holding	—	—		—	11,642,163	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^F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	11,642,163	11,642,163	I

Explanation of responses

F1Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The shares vest in four equal annual installments.
F2These securities are owned directly by HLA Investments, LLC ("HLAI"). Mr. Rogers is the manager of HRHLA, LLC, the managing member of HLAI.
F3In the Reorganization, the voting interests of HLA held prior to the IPO were converted into Class B Units and the non-voting interests of HLA were converted into Class C Units. Pursuant to an Exchange Agreement entered into in connection with the Reorganization, the Class B Units and Class C Units of HLA 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 and Class C Units of HLA do not have an expiration date.

Remarks

In addition to serving as an officer and director of the Issuer, Mr. Rogers is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.