SEC Form 3/A · accession 0001699245-17-000002
Hamilton Lane INC · HLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Period of report
Mar 6, 2017
Accepted (ET)
Mar 16, 2017 · 4:50 pm EDT
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 A Common Stock | holding | — | — | — | 1,250,015 | D | ||
| Class B Common StockF1,F2 | holding | — | — | — | 7 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 7 | — | I |
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"), 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.
- F2The securities reported are owned indirectly by the Trust through HLA Investments, LLC.
- F3In 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
This Form 3 amendment is being filed to correct the original Form 3 filed on March 8. 2017. The original Form 3 incorrectly included John Hepburn as a reporting person. Mr. Hepburn does not beneficially own any of the Issuer's securities. This Form is filed by (i) Oakville Number Two Trust ("Trust") and (ii) Rysaffe Trust Company (CI) Limited ("Trustee"). The Trustee is the trustee of the Trust, and the Trust is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.