SEC Form 4 · accession 0001698396-18-000004

Hamilton Lane INC · HLNE

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

Reporting owner

Mario L Giannini

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Mar 5, 2018

Accepted (ET)

Mar 7, 2018 · 7:35 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 B Common Stock	Mar 5, 2018	J	278,508	$0.001	D	2,949,595	D
Class B Common Stock^F2	Mar 5, 2018	J	664,567	$0.001	D	2,862,736	I	See footnote
Class A Common Stock^F3	holding	—	—		—	146,854	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 Units^F4	—	Mar 5, 2018	J	278,508	D	—	—	Class A Common Stock	278,508	2,949,595	D
Class B Units^F2,F4	—	Mar 5, 2018	J	664,567	D	—	—	Class A Common Stock	664,567	2,862,736	I

Explanation of responses

F1The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.
F2Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini and 283,632 securities owned directly by HLA Investments, LLC. The 664,567 securities previously held on behalf of Mr. Giannini by HL Management Investors, LLC were exchanged pursuant to this transaction.
F3Total number of shares includes restricted Class A common stock previously reported in Form 4.
F4Pursuant 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

In addition to serving as an officer and director 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.