SEC Form 4 · accession 0001698450-17-000013

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 6, 2017

Accepted (ET)

Mar 8, 2017 · 4:54 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
Restricted Class A Common Stock^F1	Mar 6, 2017	J	147,987	—	A	147,987	D
Class B Common Stock	Mar 6, 2017	J	3,228,103	$0.001	A	3,228,103	D
Class B Common Stock^F3	Mar 6, 2017	J	2,579,104	$0.001	A	2,579,104	I	See footnote
Class B Common Stock^F4	Mar 6, 2017	J	283,632	$0.001	A	2,862,736	I	See footnote
Class B Common Stock^F5	Mar 6, 2017	J	664,567	$0.001	A	3,527,303	I	See footnote

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^F6	—	Mar 6, 2017	J	3,228,103	A	—	—	Class A Common Stock	3,228,103	3,228,103	D
Class B Units^F6,F3	—	Mar 6, 2017	J	2,579,104	A	—	—	Class A Common Stock	2,579,104	2,579,104	I
Class B Units^F6,F4	—	Mar 6, 2017	J	283,632	A	—	—	Class A Common Stock	283,632	2,862,736	I
Class B Units^F6,F5	—	Mar 6, 2017	J	664,567	A	—	—	Class A Common Stock	664,567	3,527,303	I

Explanation of responses

F1Represents 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 Hamilton Lane Advisors, L.L.C. ("HLA") that were issued annually in the years prior to the Issuer's initial public offering (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.
F2In the reorganization (the "Reorganization") of HLA in connection with the IPO, shares of the Class B common stock of the Issuer, par value $0.001 per share, were issued and sold at par value to certain persons who held voting interests in HLA prior to the Reorganization. The 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.
F3These securities are owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini.
F4These securities are owned directly by HLA Investments, LLC ("HLAI").
F5Held on behalf of the reporting person by HL Management Investors, LLC.
F6In the Reorganization, the voting interests of HLA held prior to the IPO were converted into Class B Units and the non-voting interests of HLA were converted into Class C Units. Pursuant to an Exchange Agreement entered into in connection with the Reorganization, the Class B Units and Class C Units of 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.

Remarks

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