SEC Form 4 · accession 0001698396-18-000009
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 7:37 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 StockF2,F3 | Mar 5, 2018 | J | 475,000 | $0.001 | D | 716,233 | D | |
| Class B Common StockF3,F4 | Mar 5, 2018 | J | 475,000 | $0.001 | D | 716,233 | 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 | — | Mar 5, 2018 | J | 475,000 | D | — | — | Class A Common Stock | 475,000 | 716,233 | I |
| Class B UnitsF7,F5 | — | Mar 5, 2018 | J | 475,000 | D | — | — | Class A Common Stock | 475,000 | 716,233 | 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.
- F2The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Laura Sexton. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
- F3The 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.
- F4The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Matthew Sexton. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
- F5Pursuant 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.
- F6The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
- F7The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
Remarks
This Form is filed by (i) Barbara Sexton, (ii) The 2008 Sexton Des. Trust FBO Laura Sexton, and (iii) The 2008 Sexton Des. Trust FBO Matthew Sexton ((ii) and (iii) together, the "Trusts"). Mrs. Sexton and Mr. O. Griffith Sexton serve as trustees of each Trust. The Trusts are members of a group that beneficially owns more than 10% of the Issuer's Class A common stock.