Filing Details
- Accession Number:
- 0001273303-17-000006
- Form Type:
- 13D Filing
- Publication Date:
- 2017-03-16 17:53:40
- Filed By:
- Hla Investments Llc
- Company:
- Hamilton Lane Inc (NASDAQ:HLNE)
- Filing Date:
- 2017-03-17
- 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 | 36,948,717 | 15,793,178 | 0 | 36,948,717 | 65.9% |
| HRHLA | 0 | 36,948,717 | 11,642,163 | 4,151,015 | 36,948,717 | 65.9% |
| Hartley R. Rogers ( | 0 | 36,948,717 | 11,785,363 | 4,151,015 | 36,948,717 | 65.9% |
| Hamilton Lane Advisors, Inc. ( | 0 | 2,579,104 | 2,579,104 | 0 | 2,579,104 | 11.9% |
| Mario L. Giannini ( | 0 | 6,903,393 | 6,619,761 | 283,632 | 6,903,393 | 26.5% |
| Mario Giannini | 0 | 977,296 | 0 | 977,296 | 977,296 | 4.9% |
| Joseph G. Maniaci ( | 0 | 977,296 | 0 | 977,296 | 977,296 | 4.9% |
| The | 0 | 1,191,233 | 0 | 1,191,233 | 1,191,233 | 5.9% |
| The | 0 | 1,191,233 | 0 | 1,191,233 | 1,191,233 | 5.9% |
| O. Griffith Sexton ( | 0 | 2,382,466 | 0 | 2,382,466 | 2,382,466 | 11.7% |
| Barbara Sexton ( | 0 | 2,382,466 | 0 | 2,382,466 | 2,382,466 | 11.7% |
| Oakville Number Two Trust ( | 0 | 1,250,022 | 0 | 1,250,022 | 1,250,022 | 6.1% |
| Rysaffe Trust Company (C.I.) Limited ( | 0 | 1,250,022 | 0 | 1,250,022 | 1,250,022 | 6.1% |
| The Initial Trust Under the Frederick B. Whittemore | 0 | 382,905 | 0 | 382,905 | 382,905 | 2.0% |
| Edward B. Whittemore ( | 0 | 382,905 | 0 | 382,905 | 382,905 | 2.0% |
| Laurence F. Whittemore ( | 0 | 382,905 | 0 | 382,905 | 382,905 | 2.0% |
| Michael Schmertzler ( | 0 | 1,102,005 | 0 | 1,102,005 | 1,102,005 | 5.4% |
| Erik R. Hirsch ( | 0 | 3,505,308 | 3,505,308 | 0 | 3,505,308 | 15.5% |
| Juan Delgado-Moreira ( | 0 | 1,884,708 | 1,884,708 | 0 | 1,884,708 | 9.0% |
| Paul Yett ( | 0 | 1,313,297 | 1,313,297 | 0 | 1,313,297 | 6.4% |
| Randy Stilman ( | 0 | 1,090,880 | 1,090,880 | 0 | 1,090,880 | 5.4% |
| Kevin J. Lucey ( | 0 | 1,031,392 | 1,031,392 | 0 | 1,031,392 | 5.1% |
| Tara Blackburn ( | 0 | 629,008 | 629,008 | 0 | 629,008 | 3.2% |
| tephen R. Brennan ( | 0 | 415,426 | 415,426 | 0 | 415,426 | 2.1% |
| Andrea Anigati ( | 0 | 601,534 | 601,534 | 0 | 601,534 | 3.0% |
| Michael Kelly ( | 0 | 473,294 | 473,294 | 0 | 473,294 | 2.4% |
| Jeffrey S. Meeker ( | 0 | 443,784 | 443,784 | 0 | 443,784 | 2.3% |
| Thomas Kerr( | 0 | 418,146 | 418,146 | 0 | 418,146 | 2.1% |
| David Helgerson ( | 0 | 257,478 | 257,478 | 0 | 257,478 | 1.3% |
| Michael Donohue ( | 0 | 101,012 | 101,012 | 0 | 101,012 | 0.5% |
Filing
SCHEDULE 13D
CUSIP No. 407497 106
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
SCHEDULE 13D | ||
Under the Securities Exchange Act of 1934* | ||
Hamilton Lane Incorporated | ||
(Name of Issuer) | ||
Common A Common Stock, par value $0.001 | ||
(Title of Class of Securities) | ||
407497 106 | ||
(CUSIP Number) | ||
Robert W. Cleveland General Counsel and Secretary Hamilton Lane Incorporated One Presidential Blvd., 4th Floor Bala Cynwyd, PA 19004 Telephone: (610) 934-2222 with a copy to: H. John Michel, Jr. Kimberly K. Rubel Drinker Biddle & Reath LLP One Logan Square, Suite 2000 Philadelphia, PA 19103 Telephone: (215) 988-2700 | ||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
March 6, 2017 | ||
(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
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 36,948,717 | ||||
(9) | Sole Dispositive Power 15,793,178 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 65.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | ||||
2
SCHEDULE 13D
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 36,948,717 | ||||
(9) | Sole Dispositive Power 11,642,163 | ||||
(10) | Shared Dispositive Power 4,151,015 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 65.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | ||||
3
SCHEDULE 13D
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 36,948,717 | ||||
(9) | Sole Dispositive Power 11,785,363 | ||||
(10) | Shared Dispositive Power 4,151,015 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 65.9% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
4
SCHEDULE 13D
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 Delaware | ||||
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) 11.9% | ||||
(14) | Type of Reporting Person (See Instructions) CO | ||||
5
SCHEDULE 13D
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 6,903,393 | ||||
(9) | Sole Dispositive Power 6,619,761 | ||||
(10) | Shared Dispositive Power 283,632 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 6,903,393 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 26.5% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
6
SCHEDULE 13D
CUSIP No. 407497 106
(1) | Name of Reporting Person Mario Giannini 2008 Annuity 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 Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 977,296 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 977,296 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 977,296 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 4.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
7
SCHEDULE 13D
CUSIP No. 407497 106
(1) | Name of Reporting Person Joseph G. Maniaci | ||||
(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 977,296 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 977,296 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 977,296 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 4.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
8
SCHEDULE 13D
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 1,191,233 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,191,233 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,191,233 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 5.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
9
SCHEDULE 13D
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 1,191,233 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,191,233 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,191,233 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 5.9% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
10
SCHEDULE 13D
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 2,382,466 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 2,382,466 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,382,466 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 11.7% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
11
SCHEDULE 13D
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 2,382,466 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 2,382,466 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,382,466 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 11.7% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
12
SCHEDULE 13D
CUSIP No. 407497 106
(1) | Name of Reporting Person Oakville Number Two 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 1,250,022 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,250,022 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,022 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 6.1% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
13
SCHEDULE 13D
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 1,250,022 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,250,022 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,022 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 6.1% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
14
SCHEDULE 13D
CUSIP No. 407497 106
(1) | Name of Reporting Person The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008 | ||||
(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 382,905 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 382,905 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 382,905 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.0% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trust) | ||||
15
SCHEDULE 13D
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 382,905 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 382,905 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 382,905 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.0% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
16
SCHEDULE 13D
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 382,905 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 382,905 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 382,905 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.0% | ||||
(14) | Type of Reporting Person (See Instructions) OO (Trustee) | ||||
17
SCHEDULE 13D
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 1,102,005 | ||||
(9) | Sole Dispositive Power 0 | ||||
(10) | Shared Dispositive Power 1,102,005 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,102,005 | ||||
(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
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 3,505,308 | ||||
(9) | Sole Dispositive Power 3,505,308 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 3,505,308 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 15.5% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
19
SCHEDULE 13D
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 U.S.A. | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 1,884,708 | ||||
(9) | Sole Dispositive Power 1,884,708 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,884,708 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 9.0% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
20
SCHEDULE 13D
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 1,313,297 | ||||
(9) | Sole Dispositive Power 1,313,297 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,313,297 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 6.4% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
21
SCHEDULE 13D
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 1,090,880 | ||||
(9) | Sole Dispositive Power 1,090,880 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,090,880 | ||||
(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 | ||||
22
SCHEDULE 13D
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 1,031,392 | ||||
(9) | Sole Dispositive Power 1,031,392 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,031,392 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 5.1% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
23
SCHEDULE 13D
CUSIP No. 407497 106
(1) | Name of Reporting Person Tara Blackburn | ||||
(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 629,008 | ||||
(9) | Sole Dispositive Power 629,008 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 629,008 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 3.2% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
24
SCHEDULE 13D
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 415,426 | ||||
(9) | Sole Dispositive Power 415,426 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 415,426 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.1% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
25
SCHEDULE 13D
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 Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 | |||
(8) | Shared Voting Power 601,534 | ||||
(9) | Sole Dispositive Power 601,534 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 601,534 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 3.0% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
26
SCHEDULE 13D
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 473,294 | ||||
(9) | Sole Dispositive Power 473,294 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 473,294 | ||||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | ||||
(13) | Percent of Class Represented by Amount in Row (11) 2.4% | ||||
(14) | Type of Reporting Person (See Instructions) IN | ||||
27
SCHEDULE 13D
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 443,784 | ||||
(9) | Sole Dispositive Power 443,784 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 443,784 | ||||
(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 | ||||
28
SCHEDULE 13D
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 418,146 | |||
(9) | Sole Dispositive Power 418,146 | |||
(10) | Shared Dispositive Power 0 | |||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 418,146 | |||
(12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares | |||
(13) | Percent of Class Represented by Amount in Row (11) 2.1% | |||
(14) | Type of Reporting Person (See Instructions) IN | |||
29
SCHEDULE 13D
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 257,478 | ||||
(9) | Sole Dispositive Power 257,478 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 257,478 | ||||
(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 | ||||
30
SCHEDULE 13D
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 101,012 | ||||
(9) | Sole Dispositive Power 101,012 | ||||
(10) | Shared Dispositive Power 0 | ||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person 101,012 | ||||
(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 | ||||
31
SCHEDULE 13D
CUSIP No. 407497 106
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Hamilton Lane Incorporated, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Presidential Blvd., 4th Floor, Bala Cynwyd, PA 19004.
Item 2. Identity and Background
This Schedule 13D is being filed pursuant to a joint filing agreement filed as Exhibit 1 hereto by:
1. | HLA Investments, LLC (“HLAI”) in its capacity as the indirect beneficial owner of the Issuer’s securities through its ownership interest in Hamilton Lane Advisors, LLC (“HLA”); |
2. | HRHLA, LLC (“HRHLA”) in its capacity as the managing member of HLAI; |
3. | Hartley R. Rogers in his capacity as the managing member of HRHLA and as the direct owner of restricted stock of the Issuer; |
4. | Hamilton Lane Advisors, Inc. (“HLA Inc.”) in its capacity as the indirect beneficial owner of the Issuer’s securities through its ownership interest in HLA; |
5. | Mario L. Giannini, in his capacity as the indirect beneficial owner of the Issuer’s securities beneficially owned by HLA Inc., in his capacity as the indirect beneficial owner of the Issuer’s securities though his ownership interest in HLA, some of which is held through HLMI (defined below), in his capacity as the indirect beneficial owner of the Issuer’s securities through his ownership interest in HLAI, and as the direct owner of restricted stock of the Issuer; |
6. | The Mario Giannini 2008 Annuity Trust (the “Giannini Trust”) and Joseph G. Maniaci, trustee, in their capacities as the indirect beneficial owners of the Issuer’s securities through the Giannini Trust’s ownership interests in HLA. |
7. | The 2008 Sexton Des. Trust FBO Laura Sexton, O. Griffith Sexton and Barbara Sexton, trustees (the “Laura Sexton Trust”) in their capacities as the indirect beneficial owners of the Issuer’s securities through the Laura Sexton Trust’s interest in HLAI. |
8. | The 2008 Sexton Des. Trust FBO Matthew Sexton, O. Griffith Sexton and Barbara Sexton, trustees, (the “Matthew Sexton Trust”) in their capacities as the indirect beneficial owners of the Issuer’s securities through the Matthew Sexton Trust’s ownership interest in HLAI. |
9. | Oakville Number Two Trust (“Oakville Trust”) and Rysaffe Trust Company (C.I.) Limited, trustee (“Rysaffe”), in their capacities as the indirect beneficial owners of the Issuer’s securities through the Oakville Trust’s ownership interest in HLAI. |
10. | The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008 (the “Whittemore Trust”), and Edward B. Whittemore and Laurence Whittemore, trustees, in their capacities as the indirect beneficial owners of the Issuer’s securities through the Whittemore Trust’s ownership interest in HLAI. |
11. | Michael Schmertzler through his ownership interest in HLAI. |
12. | Erik R. Hirsch |
13. | Juan Delgado-Moreira |
14. | Paul Yett |
15. | Randy Stilman |
16. | Kevin J. Lucey |
17. | Tara Blackburn |
18. | Steve Brennan |
19. | Andrea Anigati |
20. | Michael Kelly |
21. | Jeffrey S. Meeker |
22. | Thomas Kerr |
23. | David Helgerson |
24. | Michael Donohue |
The foregoing entities and persons are referred to collectively as the “Reporting Persons.” Each of the persons listed at (12) through (24) (each, a “Management Investor”) is filing in his or her capacity as the indirect beneficial owner of the Issuer’s securities held through HL Management Investors, LLC, a Delaware limited liability company (“HLMI”) and as the direct owner of restricted stock of the Issuer.
32
SCHEDULE 13D
CUSIP No. 407497 106
In connection with the closing of the Issuer’s initial public offering (the “IPO”) of the Issuer’s Class A common stock, the Issuer effected certain reorganization transactions. The Issuer entered into an exchange agreement with the continuing members of HLA pursuant to which such members will be entitled to exchange their Class B units or Class C units (each as defined in the exchange agreement), together with an equal number of shares of Class B common stock in the case of Class B units for an equal number of shares of the Issuer’s Class A common stock or, at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein.
Pursuant to a Stockholders Agreement dated as of March 6, 2017 among the Issuer and the Reporting Persons (the “Stockholders Agreement”), the Reporting Persons have agreed to vote all shares of the Issuer’s voting stock, including the Class A common stock and Class B common stock, then held by them together on all matters submitted to the Issuer’s common stockholders in the manner directed by HLAI. The Issuer’s Class A common stock and Class B common stock vote together as a single class on substantially all matters submitted to our stockholders for approval. The Class A common stock carries one vote per share, and the Class B common stock currently carries ten votes per share. The Issuer’s certificate of incorporation contemplates a “Sunset” becoming effective upon the occurrence of one of a series of enumerated events or transactions involving certain Reporting Persons. After a Sunset becomes effective, the Class B common stock will carry one vote per share, and the Stockholders Agreement will terminate. The Reporting Persons currently hold a majority of the outstanding Class B common stock, and collectively control approximately 91% of the combined voting power of the Issuer’s common stock.
(a) | As of the date of this statement: |
(i) | HLAI beneficially owns 36,948,717 shares of Class A common stock as holder of 15,793,178 Class B units and because it has voting control over an additional 21,155,539 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 36,948,717 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 36,948,717 shares of Class A common stock as the managing member of HRHLA and as the direct owner of restricted stock of the Issuer. |
(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. holds Class B units on behalf of Mario L. Giannini, its sole stockholder. |
(v) | Mario L. Giannini beneficially owns 6,903,393 shares of Class A common stock, which includes 3,228,103 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 1.8% ownership interest in HLAI, 664,567 shares of Class A common stock beneficially held as Class C units through HLMI, and 147,987 shares of Class A common stock held directly. |
(vi) | The Giannini Trust and Joseph G. Maniaci, as trustee, beneficially own 977,296 shares of Class A common stock as a result of the Giannini Trust’s ownership interest in HLA. |
(vii) | The Laura Sexton Trust beneficially owns 1,191,233 shares of Class A common stock as a result of its 7.5% ownership interest in HLAI. |
(viii) | The Matthew Sexton Trust beneficially owns 1,191,233 shares of Class A common stock as a result of its 7.5% ownership interest in HLAI. |
(ix) | O. Griffith Sexton beneficially owns 2,382,466 shares of Class A common stock as a trustee of the two Sexton family trusts. |
(x) | Barbara Sexton beneficially owns 2,382,466 shares of Class A common stock as a trustee of the two Sexton family trusts. |
(xi) | Oakville Trust and Rysaffe, its trustee, directly own 1,250,015 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 0.00004% ownership interest in HLAI. |
33
SCHEDULE 13D
CUSIP No. 407497 106
(xii) | The Whittemore Trust and Edward B. Whittemore and Laurence F. Whittemore, its trustees, beneficially own 382,905 shares of Class A common stock as a result of the Whittemore Trust’s 2.4% ownership interest in HLAI. |
(xiii) | Michael Schmertzler beneficially owns 1,102,005 shares of Class A common stock as a result of his 6.9% ownership interest in HLAI. |
(xiv) | The Management Investors collectively beneficially own 1,660,448 shares of Class A common stock directly, an additional 570,389 shares of restricted Class A common stock subject to vesting, and 9,934,430 shares of Class A common stock as holders of 4,130,179 Class B units and 5,804,251 Class C units held by HLMI. Pursuant to and under the terms and conditions of 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.
(b) | The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, One Presidential Blvd., 4th Floor, Bala Cynwyd, PA 19004. |
(c) | Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation. |
Name | Principal Occupation (at Issuer) |
Hartley R. Rogers | Chairman, Director |
Mario L. Giannini | Chief Executive Officer, Director |
Erik R. Hirsch | Vice Chairman, Director |
Kevin J. Lucey | Chief Operating Officer |
Randy M. Stilman | Chief Financial Officer |
Michael Donohue | Controller |
Juan Delgado-Moreira | Managing Director |
Paul Yett | Managing Director |
Tara Blackburn | Managing Director |
Andrea Kramer | Managing Director |
Jeffrey S. Meeker | Managing Director |
Michael Kelly | Managing Director |
Stephen R. Brennan | Managing Director |
Thomas Kerr | Managing Director |
David Helgerson | Managing Director |
In addition, Mr. Sexton is a director of the Issuer. N/A with respect to the other persons and entities listed above.
(d) | None of the Reporting Persons has been convicted in a criminal proceeding during the last five years. |
(e) | None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. |
(f) | Each natural person identified in this Item 2 is a citizen of the United States. Each entity identified in this Item 2 is organized under the laws of Delaware, other than Oakville Trust and Rysaffe, which are governed by the laws of Guernsey, the Giannini Trust, which is a New Jersey trust, the Sexton Trusts, which are New York trusts, and the Whittemore Trust, which is a New York trust. |
Item 3. Source and Amount of Funds or Other Consideration
At the closing of the IPO of the Issuer’s Class A common stock, the Issuer entered into an exchange agreement with the continuing members of HLA pursuant to which such members are entitled to exchange their Class B and Class C units for an equal number of shares of the Issuer’s Class A common stock or, at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein.
34
SCHEDULE 13D
CUSIP No. 407497 106
Item 4. Purpose of Transaction
The Reporting Persons acquired, and presently hold, Class A Common Stock and the Class B units and Class C units for investment purposes.
Each of HLAI, HRHLA, Hartley R. Rogers, Mario L. Giannini, O. Griffith Sexton, HLA Inc., and each Management Investor have entered into lock-up agreements pursuant to which they have agreed that, prior to August 28, 2017, they will not, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dispose of or hedge any of the Issuer’s common stock (including any shares acquired pursuant to the Issuer’s directed share program), subject to specified exceptions.
Except as otherwise described in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) and (b) 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.
Reporting Person | Number of Shares Beneficially Owned | Percentage of Class A Common Stock Outstanding(1) | Number of HLA Units Sold in Past 60 Days(2) | |||
HLAI | 36,948,717 | 65.9 | % | - | ||
HRHLA | 36,948,717 | 65.9 | % | 353,670 | ||
Hartley R. Rogers | 36,948,717 | 65.9 | % | 274,148 | ||
HLA Inc. | 2,579,104 | 11.9 | % | - | ||
Mario L. Giannini | 6,903,393 | 26.5 | % | 422,053 | ||
Mario Giannini 2008 Annuity Trust | 977,296 | 4.9 | % | - | ||
Joseph G. Maniaci | 977,296 | 4.9 | % | - | ||
O. Griffith Sexton | 2,382,466 | 11.7 | % | - | ||
Barbara Sexton | 2,382,466 | 11.7 | % | - | ||
Laura Sexton Trust | 1,191,233 | 5.9 | % | 297,840 | ||
Matthew Sexton Trust | 1,191,233 | 5.9 | % | 297,840 | ||
Oakville Trust | 1,250,022 | 6.1 | % | 220,592 | ||
Rysaffe | 1,250,022 | 6.1 | % | - | ||
Whittemore Trust | 382,905 | 2.0 | % | 42,544 | ||
Edward B. Whittemore | 382,905 | 2.0 | % | - | ||
Laurence F. Whittemore | 382,905 | 2.0 | % | - | ||
Michael Schmertzler | 1,102,005 | 5.4 | % | 194,480 | ||
Erik R. Hirsch | 3,505,308 | 15.5 | % | 192,146 | ||
Juan Delgado-Moreira | 1,884,708 | 9.0 | % | - | ||
Paul Yett | 1,313,297 | 6.4 | % | 68,340 | ||
Randy Stilman | 1,090,880 | 5.4 | % | 44,139 | ||
35
SCHEDULE 13D
CUSIP No. 407497 106
Kevin J. Lucey | 1,031,392 | 5.1 | % | 59,673 | ||
Tara Blackburn | 629,008 | 3.2 | % | - | ||
Stephen R. Brennan | 415,426 | 2.1 | % | - | ||
Andrea Anigati | 601,534 | 3.0 | % | - | ||
Michael Kelly | 473,294 | 2.4 | % | - | ||
Jeffrey S. Meeker | 443,784 | 2.3 | % | - | ||
Thomas Kerr | 418,146 | 2.1 | % | - | ||
David Helgerson | 257,478 | 1.3 | % | - | ||
Michael Donohue | 101,012 | * | - | |||
Total for Group | 36,988,632 | 65.9 | % | 2,467,465 | ||
* | Less than 1% |
(1) | Based on the number of shares of Class A common stock (19,090,709) issued and outstanding as of March 16, 2017, 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. On March 14, 2017, the Issuer awarded 238,954 shares of restricted Class A common stock to employees as part of its ordinary course annual equity grant cycle, including a total of 131,574 shares of restricted Class A common stock to employee Reporting Persons, which are reflected in this report. |
(2) | Sales by Reporting Persons who are members of HLAI are reported as direct sales for purposes of this column. See Item 5(c) below. |
(c) On March 6, 2017, the Issuer used a portion of the proceeds from the IPO to purchase membership interests in HLA from certain members of HLA, including those indicated above, in the quantities set forth in the table above, at a price equivalent to $14.88 per HLA Unit.
(d) Other than as described above, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock beneficially owned by members of the group.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the closing of the IPO, the Issuer effectuated certain reorganization transactions pursuant to which existing members of HLA, including certain of the reporting persons, obtained beneficial ownership of Class B units and Class C units of the Issuer.
Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of HLA dated as of March 6, 2017 (the “HLA Operating Agreement”) and the exchange agreement described above, the Reporting Persons may exchange their Class B units and Class C units for shares of Class A common stock on a one-for-one basis, or at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein. When a Class B unit is exchanged for a share of Class A common stock, a corresponding share of the Issuer’s Class B common stock will automatically be redeemed by the Issuer at par value and canceled. When a Class B unit or Class C unit is exchanged for a share of Class A common stock, it will not be available for reissuance by the Issuer.
The exchange agreement contains certain timing and volume limitations on exchanges of units held by the Issuer’s senior employees, including the Reporting Persons: no exchanges will be permitted until after the first anniversary of the closing date of the IPO, and then exchanges may not exceed one-third of their original holdings prior to the second anniversary of the closing and two-thirds of their original holdings prior to the third anniversary. After the third anniversary of the closing date, these limitations expire.
Pursuant to a registration rights agreement entered into by and among the Issuer, certain holders of Class B units and certain holders of Class C units, at any time after the expiration of the lock-up period described below, such holders can require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares of Class A common
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SCHEDULE 13D
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stock issued upon exchange of the Class B units and Class C units. The registration rights agreement also provides for customary piggyback rights.
Each of HLAI, HRHLA, Hartley R. Rogers, Mario L. Giannini, O. Griffith Sexton, HLA Inc., and each Management Investor have entered into lock-up agreements pursuant to which they have agreed that, prior to August 28, 2017, they will not, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dispose of or hedge any shares of the Issuer’s common stock or any securities convertible into or exchangeable for the Issuer’s common stock, subject to certain customary exceptions.
The Issuer entered into a tax receivable agreement with its pre-IPO members effective as of the closing of the IPO that provides for the payment by the Issuer to the members of HLA of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from purchases or exchanges of membership units of HLA. See Exhibit 4.
In connection with the IPO, the Reporting Persons and other members of HLAI have entered into a stockholders agreement pursuant to which they agreed to vote all their shares of voting stock, including Class A and Class B common stock, together and in accordance with the instructions of HLAI on any matter submitted to the common stockholders of the Issuer for a vote. Under the stockholders agreement, the Reporting Persons have given an irrevocable proxy, coupled with an interest, to HLAI to vote such Reporting Person’s shares of Class A and Class B common stock.
The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the form of lock-up agreement, the HLA Operating Agreement, the tax receivable agreement, the exchange agreement, the registration rights agreement and the stockholders agreement, filed herewith as Exhibits 2, 3, 4, 5, 6 and 7 respectively and incorporated herein by reference.
Other than the matters disclosed in this Schedule 13D, none of the Reporting Persons is party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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SCHEDULE 13D
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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. |
2. | Form of Lock-Up Agreement. |
3. | Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, LLC) (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017). |
4. | Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017). |
5. | Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017). |
6. | Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017). |
7. | Stockholders Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017). |
24.1 | Power of Attorney for HLA Investments, LLC |
24.2 | Power of Attorney for HRHLA, LLC |
24.3 | Power of Attorney for Hartley R. Rogers |
24.4 | Power of Attorney for Mario L. Giannini |
24.5 | Power of Attorney for Hamilton Lane Advisors, Inc. |
24.6 | Power of Attorney for the Mario Giannini 2008 Annuity Trust |
24.7 | Power of Attorney for Joseph G. Maniaci |
24.8 | Power of Attorney for The 2008 Sexton Des. Trust FBO Laura Sexton |
24.9 | Power of Attorney for The 2008 Sexton Des. Trust FBO Matthew Sexton |
24.10 | Power of Attorney for O. Griffith Sexton |
24.11 | Power of Attorney for Barbara Sexton |
24.12 | Power of Attorney for Oakville Number Two Trust |
24.13 | Power of Attorney for Rysaffe Trust Company (C.I.) Limited |
24.14 | Power of Attorney for The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008 |
24.15 | Power of Attorney for Edward B. Whittemore |
24.16 | Power of Attorney for Laurence F. Whittemore |
24.17 | Power of Attorney for Michael Schmertzler |
24.18 | Power of Attorney for Erik R. Hirsch |
24.19 | Power of Attorney for Juan Delgado-Moreira |
24.20 | Power of Attorney for Paul Yett |
24.21 | Power of Attorney for Randy Stilman |
24.22 | Power of Attorney for Kevin J. Lucey |
24.23 | Power of Attorney for Tara Blackburn |
24.24 | Power of Attorney for Stephen R. Brennan |
24.25 | Power of Attorney for Andrea Anigati |
24.26 | Power of Attorney for Michael Kelly |
24.27 | Power of Attorney for Jeffrey S. Meeker |
24.28 | Power of Attorney for Thomas Kerr |
24.29 | Power of Attorney for David Helgerson |
24.30 | Power of Attorney for Michael Donohue |
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SCHEDULE 13D
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: March 16, 2017
1. | HLA Investments, LLC | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
2. | HRHLA, LLC | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
3. | Hamilton Lane Advisors, Inc. | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
4. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Hartley R. Rogers | ||
5. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Mario L. Giannini | ||
6. | Mario Giannini 2008 Annuity Trust | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
7. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Joseph G. Maniaci | ||
8. | /s/ Lydia Gavalis, Attorney-in-Fact | |
O. Griffith Sexton | ||
9. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Barbara Sexton | ||
SCHEDULE 13D
CUSIP No. 407497 106
10. | The 2008 Sexton Des. Trust FBO Laura Sexton | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
11. | The 2008 Sexton Des. Trust FBO Matthew Sexton | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
12. | Oakville Number Two Trust | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
13. | Rysaffe Trust Company (C.I.) Limited | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
14. | The Initial Trust under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008 | |
By: | /s/ Lydia Gavalis | |
Name: | Lydia Gavalis | |
Title: | Attorney-in-Fact | |
15. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Edward B. Whittemore | ||
16. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Laurence F. Whittemore | ||
17. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Michael Schmertzler | ||
SCHEDULE 13D
CUSIP No. 407497 106
18. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Erik R. Hirsch | ||
19. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Kevin J. Lucey | ||
20. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Juan Delgado-Moreira | ||
21. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Randy Stilman | ||
22. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Paul Yett | ||
23. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Tara Blackburn | ||
24. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Andrea Anigati | ||
25. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Michael Kelly | ||
26. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Stephen R. Brennan | ||
27. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Jeffrey S. Meeker | ||
28. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Thomas Kerr | ||
29. | /s/ Lydia Gavalis, Attorney-in-Fact | |
David Helgerson | ||
30. | /s/ Lydia Gavalis, Attorney-in-Fact | |
Michael Donohue | ||