SEC Form 4 · accession 0001698304-18-000001

Hamilton Lane INC · HLNE

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

Reporting owner

Michael J. Donohue

Officer — Managing Director & Controller · 10% Owner

Period of report

Mar 5, 2018

Accepted (ET)

Mar 7, 2018 · 7:49 pm EST

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^F1	holding	—	—		—	27,304	D
Class B Common Stock^F2	holding	—	—		—	26,819	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class C Units^F5,F3	—	Mar 5, 2018	J	12,626	D	—	—	Class A Common Stock	12,626	32,704	I
Class B Units^F5,F3	—	holding	—	—	—	—	—	Class A Common Stock	26,819	26,819	I

Explanation of responses

F1Total number of shares includes restricted Class A common stock previously reported in Form 4.
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 and Class C Units of Hamilton Lane Advisors, L.L.C. ("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.
F4The reporting person exchanged Class C Units with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.
F5Held on behalf of the reporting person by HL Management Investors, LLC.

Remarks

In addition to serving as an officer 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.