Filing Details
- Accession Number:
- 0001273303-19-000004
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-20 16:05:52
- Filed By:
- Hla Investments Llc
- Company:
- Hamilton Lane Inc (NASDAQ:HLNE)
- Filing Date:
- 2019-09-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| HLA Investments | 0 | 25,939,626 | 13,553,952 | 0 | 25,939,626 | 49.0% |
| HRHLA | 0 | 25,939,626 | 10,117,067 | 3,436,885 | 25,939,626 | 49.0% |
| Hartley R. Rogers | 0 | 25,939,626 | 10,182,600 | 3,436,885 | 25,939,626 | 49.0% |
| Hamilton Lane Advisors, Inc | 0 | 2,579,104 | 2,579,104 | 0 | 2,579,104 | 8.0% |
| Mario L. Giannini | 0 | 4,920,919 | 4,637,287 | 283,632 | 4,920,919 | 14.2% |
| Kyera Giannini | 0 | 338,648 | 338,648 | 0 | 338,648 | 1.1% |
| Nicole Giannini | 0 | 313,648 | 313,648 | 0 | 313,648 | 1.0% |
| The | 0 | 566,233 | 0 | 566,233 | 566,233 | 1.9% |
| The | 0 | 566,233 | 0 | 566,233 | 566,233 | 1.9% |
| O. Griffith Sexton | 0 | 1,141,407 | 8,941 | 1,132,466 | 1,141,407 | 3.7% |
| Barbara Sexton | 0 | 1,132,466 | 0 | 1,132,466 | 1,132,466 | 3.7% |
| Oakville Number | 0 | 850,022 | 0 | 850,022 | 850,022 | 2.9% |
| Rysaffe Trust Company (C.I.) Limited | 0 | 850,022 | 0 | 850,022 | 850,022 | 2.9% |
| Edward B. Whittemore | 0 | 156,880 | 0 | 156,880 | 156,880 | 0.5% |
| Laurence F. Whittemore | 0 | 161,880 | 0 | 161,880 | 161,880 | 0.5% |
| Michael Schmertzler | 0 | 852,005 | 0 | 852,005 | 852,005 | 2.8% |
| Erik R. Hirsch | 0 | 1,689,390 | 1,689,390 | 0 | 1,689,390 | 5.4% |
| Juan Delgado-Moreira | 0 | 1,300,662 | 1,300,662 | 0 | 1,300,662 | 4.4% |
| Paul Yett | 0 | 705,398 | 705,398 | 0 | 705,398 | 2.3% |
| Randy Stilman | 0 | 391,519 | 391,519 | 0 | 391,519 | 1.3% |
| Kevin J. Lucey | 0 | 468,076 | 468,076 | 0 | 468,076 | 1.5% |
| Tara Devlin | 0 | 431,329 | 431,329 | 0 | 431,329 | 1.4% |
| Stephen R. Brennan | 0 | 339,861 | 339,861 | 0 | 339,861 | 1.1% |
| Andrea Anigati | 0 | 551,392 | 551,392 | 0 | 551,392 | 1.8% |
| Michael Kelly | 0 | 100,000 | 100,000 | 0 | 100,000 | 0.3% |
| Jeffrey S. Meeker | 0 | 402,351 | 402,351 | 0 | 402,351 | 1.3% |
| Thomas Kerr | 0 | 346,373 | 346,373 | 0 | 346,373 | 1.1% |
| David Helgerson | 0 | 227,212 | 227,212 | 0 | 227,212 | 0.8% |
| Michael Donohue | 0 | 68,054 | 68,054 | 0 | 68,054 | 0.2% |
Filing
SCHEDULE 13D/A
CUSIP No. 407497 106
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
SCHEDULE 13D | ||
Under the Securities Exchange Act of 1934* | ||
(Amendment No. 5) | ||
Hamilton Lane Incorporated | ||
(Name of Issuer) | ||
Class A Common Stock, par value $0.001 | ||
(Title of Class of Securities) | ||
407497 106 | ||
(CUSIP Number) | ||
Lydia Gavalis General Counsel and Secretary Hamilton Lane Incorporated One Presidential Blvd., 4th Floor Bala Cynwyd, PA 19004 Telephone: (610) 934-2222 with a copy to: Matthew H. Meyers Drinker Biddle & Reath LLP One Logan Square, Suite 2000 Philadelphia, PA 19103 Telephone: (215) 988-2700 | ||
September 12, 2019 | ||
(Date of Event Which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person HLA Investments, LLC | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 25,939,626 | ||||
(9) | Sole Dispositive Power 13,553,952 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 25,939,626 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 49.0% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | ||||
2
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person HRHLA, LLC | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 25,939,626 | ||||
(9) | Sole Dispositive Power 10,117,067 | ||||
(10) | Shared Dispositive Power 3,436,885 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 25,939,626 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 49.0% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | ||||
3
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Hartley R. Rogers | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 25,939,626 | ||||
(9) | Sole Dispositive Power 10,182,600 | ||||
(10) | Shared Dispositive Power 3,436,885 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 25,939,626 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 49.0% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
4
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Hamilton Lane Advisors, Inc. | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Pennsylvania | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 2,579,104 | ||||
(9) | Sole Dispositive Power 2,579,104 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,579,104 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 8.0% | ||||
(14) | Type of Reporting Person (See Instructions) CO | ||||
5
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Mario L. Giannini | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 4,920,919 | ||||
(9) | Sole Dispositive Power 4,637,287 | ||||
(10) | Shared Dispositive Power 283,632 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 4,920,919 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 14.2% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
6
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Kyera Giannini | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 338,648 | ||||
(9) | Sole Dispositive Power 338,648 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 338,648 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.1% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
7
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Nicole Giannini | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 313,648 | ||||
(9) | Sole Dispositive Power 313,648 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 313,648 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.0% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
8
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person The 2008 Sexton Des. Trust FBO Laura Sexton | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization New York | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 566,233 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 566,233 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 566,233 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
9
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person The 2008 Sexton Des. Trust FBO Matthew Sexton | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization New York | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 566,233 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 566,233 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 566,233 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
10
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person O. Griffith Sexton | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 1,141,407 | ||||
(9) | Sole Dispositive Power 8,941 | ||||
(10) | Shared Dispositive Power 1,132,466 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,407 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 3.7% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee), IN | ||||
11
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Barbara Sexton | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 1,132,466 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,132,466 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,132,466 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 3.7% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
12
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Oakville Number 2 Trust | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Guernsey | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 850,022 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 850,022 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 850,022 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
13
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Rysaffe Trust Company (C.I.) Limited | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Guernsey | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 850,022 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 850,022 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 850,022 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
14
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Edward B. Whittemore | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 156,880 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 156,880 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 156,880 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 0.5% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
15
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Laurence F. Whittemore | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 161,880 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 161,880 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 161,880 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 0.5% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
16
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Michael Schmertzler | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 852,005 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 852,005 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 852,005 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.8% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
17
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Erik R. Hirsch | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 1,689,390 | ||||
(9) | Sole Dispositive Power 1,689,390 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,689,390 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 5.4% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
18
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Juan Delgado-Moreira | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization Spain | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 1,300,662 | ||||
(9) | Sole Dispositive Power 1,300,662 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,662 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 4.4% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
19
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Paul Yett | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 705,398 | ||||
(9) | Sole Dispositive Power 705,398 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 705,398 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.3% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
20
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Randy Stilman | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 391,519 | ||||
(9) | Sole Dispositive Power 391,519 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 391,519 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.3% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
21
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Kevin J. Lucey | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 468,076 | ||||
(9) | Sole Dispositive Power 468,076 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 468,076 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.5% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
22
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Tara Devlin | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 431,329 | ||||
(9) | Sole Dispositive Power 431,329 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 431,329 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.4% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
23
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Stephen R. Brennan | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 339,861 | ||||
(9) | Sole Dispositive Power 339,861 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 339,861 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.1% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
24
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Andrea Anigati | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 551,392 | ||||
(9) | Sole Dispositive Power 551,392 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 551,392 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.8% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
25
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Michael Kelly | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 100,000 | ||||
(9) | Sole Dispositive Power 100,000 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 0.3% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
26
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Jeffrey S. Meeker | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 402,351 | ||||
(9) | Sole Dispositive Power 402,351 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 402,351 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.3% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
27
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Thomas Kerr | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 346,373 | ||||
(9) | Sole Dispositive Power 346,373 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 346,373 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 1.1% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
28
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person David Helgerson | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 227,212 | ||||
(9) | Sole Dispositive Power 227,212 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 227,212 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 0.8% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
29
SCHEDULE 13D/A
CUSIP No. 407497 106
(1) | Name of Reporting Person Michael Donohue | ||||
(2) | Check the Appropriate Box if a Member of a Group | ||||
(a) | x | ||||
(b) | ¨ | ||||
(3) | SEC Use Only | ||||
(4) | Source of Funds OO | ||||
(5) | Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
(6) | Citizenship or Place of Organization U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 68,054 | ||||
(9) | Sole Dispositive Power 68,054 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 68,054 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||
(13) | Percent of Class Represented by Amount in Row (11) 0.2% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
30
SCHEDULE 13D/A
CUSIP No. 407497 106
Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed with respect to the Class A Common Stock, $0.001 par value, of Hamilton Lane Incorporated, a Delaware corporation (the “Issuer”), to amend and supplement the Schedule 13D filed on March 17, 2017 (as amended by Amendment No. 1 filed on March 23, 2018, Amendment No. 2 filed on September 21, 2018, Amendment No. 3 filed on December 21, 2018, Amendment No. 4 filed on March 25, 2019, and this Amendment No. 5, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D filed on March 17, 2017.
Item 2. Identity and Background
Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety:
(a)As of the date of this Amendment:
(i) | HLAI beneficially owns 25,939,626 shares of Class A common stock as holder of 12,703,937 Class B units and because it has voting control over an additional 13,235,689 shares of Class A common stock. HLAI’s principal business is to hold Class B units of HLA and Class B common stock of the pre-IPO investor group, including certain members of senior management of the Issuer and outside investors. |
(ii) | HRHLA beneficially owns 25,939,626 shares of Class A common stock as the managing member of HLAI. HRHLA’s principal business is to hold the membership interests in HLAI representing its ownership in the Issuer. |
(iii) | Hartley R. Rogers beneficially owns 25,939,626 shares of Class A common stock, which consists of 10,117,067 shares as the managing member of HRHLA and 65,533 shares held directly. |
(iv) | HLA Inc. beneficially owns 2,579,104 shares of Class A common stock as holder of 2,579,104 Class B units. HLA Inc.'s principal business is to hold Class B units on behalf of Mario L. Giannini, its sole stockholder and director. |
(v) | Mario L. Giannini beneficially owns 4,920,919 shares of Class A common stock, which includes 1,949,595 shares of Class A common stock beneficially held through Class B units held directly, the 2,579,104 shares of Class A common stock beneficially held by HLA Inc., 283,632 shares of Class A common stock beneficially held as a result of his ownership interest in HLAI, and 108,588 shares of Class A common stock held directly. |
(vi) | Kyera Giannini beneficially owns 338,648 shares of Class A common stock as a result of her ownership interest in HLA. |
(vii) | Nicole Giannini beneficially owns 313,648 shares of Class A common stock as a result of her ownership interest in HLA. |
(viii) | The Laura Sexton Trust beneficially owns 566,233 shares of Class A common stock as a result of its ownership interest in HLAI. |
(ix) | The Matthew Sexton Trust beneficially owns 566,233 shares of Class A common stock as a result of its ownership interest in HLAI. |
(x) | O. Griffith Sexton beneficially owns 1,141,407 shares of Class A common stock, which includes 1,132,466 shares as a trustee of the two Sexton family trusts and 8,941 shares of Class A common stock held directly. |
(xi) | Barbara Sexton beneficially owns 1,132,466 shares of Class A common stock as a trustee of the two Sexton family trusts. |
(xii) | Oakville Trust and Rysaffe, its trustee, directly own 850,015 shares of Class A common stock and beneficially own an additional 7 shares of Class A common stock as a result of the Oakville Trust’s ownership interest in HLAI. |
(xiii) | Edward B. Whittemore beneficially owns 156,880 shares of Class A common stock as a result of his ownership interest in HLAI. |
(xiv) Laurence F. Whittemore beneficially owns 161,880 shares of Class A common stock as a result of his ownership interest in HLAI.
31
SCHEDULE 13D/A
CUSIP No. 407497 106
(xv) | Michael Schmertzler beneficially owns 852,005 shares of Class A common stock as a result of his ownership interest in HLAI. |
(xvi) | The Management Investors collectively beneficially own 1,542,331 shares of Class A common stock directly, an additional 230,978 shares of restricted Class A common stock subject to vesting, and 5,248,308 shares of Class A common stock as holders of 3,829,411 Class B units and 1,418,897 Class C units held by HLMI. Pursuant to and under the terms and conditions of the exchange agreement, as amended (the “Exchange Agreement”), each Management Investor may exchange such Class B units and Class C units for shares of Class A common stock on a one-for-one basis. |
Each Reporting Person, other than Mr. Rogers, HLAI and HRHLA, disclaims beneficial ownership of securities owned by the other Reporting Persons, except to the extent of such Reporting Person’s pecuniary interest therein. Ms. Devlin also disclaims beneficial ownership of 250 shares of Class A common stock owned by her son, who lives at her home.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The Issuer conducted a registered offering of Class A common stock, which closed on September 12, 2019 (the “September 2019 Offering”). In connection with the September 2019 Offering, Hartley R. Rogers and Juan Delgado-Moreira (together, the “Selling Stockholders”) collectively sold 228,456 shares of Class A common stock, while the Issuer sold 2,451,633 shares of Class A common stock for $60.01 per share to Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholders. The proceeds from the Issuer's sale of shares of Class A common stock were used to settle in cash exchanges of Class B units (along with payment of the par value of a corresponding number of redeemed shares of Class B common stock) and Class C units of HLA by certain of the Reporting Persons. The redeemed shares of Class B common stock were cancelled.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Item 3 to this Amendment No. 5 is hereby incorporated by reference.
Pursuant to lock-up agreements, the Issuer, HLA, all of the Issuer's directors and executive officers and certain of the Reporting Persons (collectively owning approximately 51% of the Issuer's common stock as of September 9, 2019) agreed that, without the prior written consent of the underwriters for the September 2019 Offering, they will not, subject to specified exceptions, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's common stock or any securities convertible into or exercisable or exchangeable for such common stock (including without limitation, common stock or such other securities which may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Issuer's common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of the Issuer's common stock or any security convertible into or exercisable or exchangeable for such common stock for a period of 90 days after the date of the prospectus.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) of Schedule 13D are amended to reflect the following:
The following table sets forth the aggregate number and percentage of the Class A common stock beneficially owned by each Reporting Person. The aggregate number and percentage of the Class A common stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.
32
SCHEDULE 13D/A
CUSIP No. 407497 106
Reporting Person | Number of Shares Beneficially Owned | Percentage of Class A Common Stock Outstanding(1) | ||
HLAI | 25,939,626 | 49.0 | % | |
HRHLA | 25,939,626 | 49.0 | % | |
Hartley R. Rogers | 25,939,626 | 49.0 | % | |
HLA Inc. | 2,579,104 | 8.0 | % | |
Mario L. Giannini | 4,920,919 | 14.2 | % | |
Kyera Giannini | 338,648 | 1.1 | % | |
Nicole Giannini | 313,648 | 1.0 | % | |
O. Griffith Sexton | 1,141,407 | 3.7 | % | |
Barbara Sexton | 1,132,466 | 3.7 | % | |
Laura Sexton Trust | 566,233 | 1.9 | % | |
Matthew Sexton Trust | 566,233 | 1.9 | % | |
Oakville Trust | 850,022 | 2.9 | % | |
Rysaffe | 850,022 | 2.9 | % | |
Edward B. Whittemore | 156,880 | * | ||
Laurence F. Whittemore | 161,880 | * | ||
Michael Schmertzler | 852,005 | 2.8 | % | |
Erik R. Hirsch | 1,689,390 | 5.4 | % | |
Juan Delgado-Moreira | 1,300,662 | 4.4 | % | |
Paul Yett | 705,398 | 2.3 | % | |
Randy Stilman | 391,519 | 1.3 | % | |
Kevin J. Lucey | 468,076 | 1.5 | % | |
Tara Devlin | 431,329 | 1.4 | % | |
Stephen R. Brennan | 339,861 | 1.1 | % | |
Andrea Anigati | 551,392 | 1.8 | % | |
Michael Kelly | 100,000 | * | ||
Jeffrey S. Meeker | 402,351 | 1.3 | % | |
Thomas Kerr | 346,373 | 1.1 | % | |
David Helgerson | 227,212 | * | ||
Michael Donohue | 68,054 | * | ||
Total for Group | 25,939,626 | 49.0 | % | |
* Less than 1%
(1) | Based on the number of shares of Class A common stock (29,818,695) issued and outstanding as of September 20, 2019, the date of this report, and assuming all outstanding Class B units and Class C units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A common stock on a one-for-one basis. |
(c) Item 5(c) of Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 and 4 of this Amendment No. 5 is hereby incorporated herein by reference.
The following table sets forth the transactions by the Reporting Persons involving the beneficial ownership of Class A Common stock that were effected during the last 60 days.
33
SCHEDULE 13D/A
CUSIP No. 407497 106
Reporting Person | Number of Class B Units Exchanged(1) | Number of Class C Units Exchanged(2) | Shares of Class A Common Stock Sold |
Hartley R. Rogers | 421,544(3) | 78,456(4) | |
Mario L. Giannini | 500,000 | ||
Kyera Giannini | 25,000 | ||
Nicole Giannini | 50,000 | ||
Laura Sexton Trust | 50,000(5) | ||
Matthew Sexton Trust | 50,000(6) | ||
Edward B. Whittemore | 25,000(7) | ||
Laurence F. Whittemore | 20,000(8) | ||
Michael Schmertzler | 50,000(9) | ||
Erik R. Hirsch | 500,000(10) | ||
Juan Delgado-Moreira | 150,000(11) | ||
Paul Yett | 90,000(10) | ||
Randy Stilman | 200,000(10) | ||
Kevin J. Lucey | 18,886(10) | 151,114(10) | |
Michael Kelly | 49,389(10) | ||
Jeffrey S. Meeker | 45,000(10) | ||
Thomas Kerr | 25,000(10) | ||
Michael Donohue | 10,000(10) | ||
HLAI | 616,544(12) | ||
HRHLA | 616,544(12) | ||
(1) | Pursuant to the Exchange Agreement, the Class B 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. The column below represents Class B Units exchanged on September 12, 2019 in connection with the September 2019 Offering. At the Issuer's election, the exchange was settled in cash at a price of $60.01. |
(2) | Pursuant to the Exchange Agreement, the 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. The column below represents Class C Units exchanged on September 12, 2019 in connection with the September 2019 Offering. At the Issuer's election, the exchange was settled in cash at a price of $60.01. |
(3) | These securities were owned indirectly by Mr. Rogers through HLAI. Mr. Rogers is the manager of HRHLA, LLC, the managing member of HLAI. HLAI distributed the HLA units to Mr. Rogers in order to facilitate the exchange. |
(4) | Represents shares of Class A common stock held directly by Mr. Rogers that were sold on September 12, 2019 at a price of $60.01 in connection with the September 2019 Offering. |
(5) | Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust. |
(6) | Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust. |
(7) | Represents securities owned indirectly by Edward B. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange. |
(8) | Represents securities owned indirectly by Laurence F. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange. |
(9) | Represents securities owned indirectly by Mr. Schmertzler through HLAI. HLAI distributed the HLA units to Mr. Schmertzler in order to facilitate the exchange. |
(10) | Represents shares held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange. |
(11) | Represents shares of Class A common stock held directly by Mr. Delgado-Moreira that were sold on September 12, 2019 at a price of $60.01 in connection with the September 2019 Offering. |
(12) | See footnotes 3, 5, 6, 7, 8 and 9. As set forth in the Schedule 13D, HRHLA is the managing member of HLAI. |
34
SCHEDULE 13D/A
CUSIP No. 407497 106
Item 7. Material to be Filed as Exhibits
Exhibit | Description |
1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
35
SCHEDULE 13D/A
CUSIP No. 407497 106
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: September 20, 2019
1. | HLA Investments, LLC | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
2. | HRHLA, LLC | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
3. | Hamilton Lane Advisors, Inc. | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
4. | /s/ Lauren Platko, Attorney-in-Fact | |
Hartley R. Rogers | ||
5. | /s/ Lauren Platko, Attorney-in-Fact | |
Mario L. Giannini | ||
6. | /s/ Lauren Platko, Attorney-in-Fact | |
Kyera Giannini | ||
7. | /s/ Lauren Platko, Attorney-in-Fact | |
Nicole Giannini | ||
8. | /s/ Lauren Platko, Attorney-in-Fact | |
O. Griffith Sexton | ||
9. | /s/ Lauren Platko, Attorney-in-Fact | |
Barbara Sexton | ||
SCHEDULE 13D/A
CUSIP No. 407497 106
10. | The 2008 Sexton Des. Trust FBO Laura Sexton | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
11. | The 2008 Sexton Des. Trust FBO Matthew Sexton | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
12. | Oakville Number 2 Trust | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
13. | Rysaffe Trust Company (C.I.) Limited | |
By: | /s/ Lauren Platko | |
Name: | Lauren Platko | |
Title: | Attorney-in-Fact | |
14. | /s/ Lauren Platko, Attorney-in-Fact | |
Edward B. Whittemore | ||
15. | /s/ Lauren Platko, Attorney-in-Fact | |
Laurence F. Whittemore | ||
16. | /s/ Lauren Platko, Attorney-in-Fact | |
Michael Schmertzler | ||
17. | /s/ Lauren Platko, Attorney-in-Fact | |
Erik R. Hirsch | ||
18. | /s/ Lauren Platko, Attorney-in-Fact | |
Kevin J. Lucey | ||
SCHEDULE 13D/A
CUSIP No. 407497 106
19. | /s/ Lauren Platko, Attorney-in-Fact | |
Juan Delgado-Moreira | ||
20. | /s/ Lauren Platko, Attorney-in-Fact | |
Randy Stilman | ||
21. | /s/ Lauren Platko, Attorney-in-Fact | |
Paul Yett | ||
22. | /s/ Lauren Platko, Attorney-in-Fact | |
Tara Devlin | ||
23. | /s/ Lauren Platko, Attorney-in-Fact | |
Andrea Anigati | ||
24. | /s/ Lauren Platko, Attorney-in-Fact | |
Michael Kelly | ||
25. | /s/ Lauren Platko, Attorney-in-Fact | |
Stephen R. Brennan | ||
26. | /s/ Lauren Platko, Attorney-in-Fact | |
Jeffrey S. Meeker | ||
27. | /s/ Lauren Platko, Attorney-in-Fact | |
Thomas Kerr | ||
28. | /s/ Lauren Platko, Attorney-in-Fact | |
David Helgerson | ||
29. | /s/ Lauren Platko, Attorney-in-Fact | |
Michael Donohue | ||