SEC Form 4 · accession 0001698324-18-000027
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J. Kerr
10% Owner
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 4:35 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 A Common StockF1,F2 | Mar 14, 2018 | A | 5,582 | — | A | 37,049 | D | |
| Class A Common StockF2 | Mar 14, 2018 | F | 4,515 | $38.07 | D | 32,534 | D | |
| Class B Common StockF4 | holding | — | — | — | 187,436 | 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 UnitsF6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 187,436 | 187,436 | I |
| Class C UnitsF6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 183,970 | 183,970 | I |
Explanation of responses
- F1Shares 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.
- F2Total number of shares includes restricted Class A common stock previously reported on Form 4.
- F3Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
- F4The 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.
- F5Pursuant 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.
- F6Held on behalf of the reporting person by HL Management Investors, LLC.
Remarks
The reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.