SEC Form 4 · accession 0001698396-18-000011
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Edward B. Whittemore
10% Owner
Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated 11/25/2008
10% Owner
Laurence Whittemore
10% Owner
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 7:38 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 | Mar 5, 2018 | J | 19,145 | $0.001 | D | 363,760 | 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 UnitsF4,F3 | — | Mar 5, 2018 | J | 19,145 | D | — | — | Class A Common Stock | 19,145 | 363,760 | 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 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 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.
- F4The securities reported are owned indirectly by the Trust through HLA Investments, LLC.
Remarks
This Form is filed by (i) The Initial Trust under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008 (the "Trust"), (ii) Edward B. Whittemore and (iii) Laurence F. Whittemore. The Messrs. Whittemore serve as trustees of the Trust. The Trust is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.