SEC Form 4 · accession 0001698450-17-000011

Hamilton Lane INC · HLNE

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

Reporting owner

Juan Delgado-Moreira

Officer — Managing Director · 10% Owner

Period of report

Mar 6, 2017

Accepted (ET)

Mar 8, 2017 · 4:53 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
Class A Common Stock^F1	Mar 6, 2017	J	1,550,965	—	A	1,550,965	D
Class A Common Stock	Mar 6, 2017	P	2,800	$16.00	A	1,553,765	D
Restricted Class A Common Stock^F3	Mar 6, 2017	J	77,868	—	A	1,628,833	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4	$1.34	Mar 6, 2017	J	233,495	A	Mar 6, 2017	Jun 1, 2017	Class A Common Stock	233,495	233,495	D

Explanation of responses

F1In the reorganization (the "Reorganization") of Hamilton Lane Advisors, L.L.C. ("HLA") in connection with the Issuer's initial public offering (the "IPO"), the reporting person exchanged membership interests of HLA owned prior to the IPO for Class A Common Stock of the Issuer.
F2Purchase of shares in Issuer's directed share program in connection with its initial public offering.
F3Represents 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 award was issued in substitution for existing awards of restricted interests in HLA that were issued annually in the years prior to the IPO, and the new award vests according to the same vesting schedule as the replaced awards: in four equal annual installments each March. Accordingly, one tranche will vest in 2017, one in 2018, one in 2019 and one in 2020.
F4These options were granted under the Issuer's 2017 Equity Incentive Plan in substitution for outstanding options to purchase non-voting interests of HLA that were issued in 2007, prior to the IPO. The options being replaced were fully vested, and so the substitute award is fully vested.

Remarks

In addition to serving as an officer of the Issuer, Mr. Delgado-Moreira is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.