SEC Form 4 · accession 0001698324-17-000025
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randy M. Stilman
Officer — CFO and Treasurer · 10% Owner
Period of report
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 6:12 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 StockF1 | Mar 14, 2017 | A | 6,386 | — | A | 31,537 | D | |
| Class B Common StockF2 | holding | — | — | — | 598,009 | 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 UnitsF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 598,009 | 598,009 | I |
| Class C UnitsF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 461,334 | 461,334 | 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.
- F2In the reorganization(the "Reorganization") of Hamilton Lane Advisors, L.L.C. ("HLA") in connection with the Issuer's initial public offering (the "IPO"), shares of the Class B common stock of the Issuer, par value $0.001 per share, were issued and sold at par value to certain persons who held voting interests in HLA prior to the Reorganization. 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.
- 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.
- F4Held on behalf of the reporting person by HL Management Investors, LLC.
Remarks
In addition to serving as an officer of the Issuer, Mr. Stilman is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.