Home > Insider Trading > Filing (0001433642-19-000121)

Filing Details

Accession Number:: 0001433642-19-000121
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-16 17:47:14
Reporting Period:: 2019-09-12

Accepted Time:: 2019-09-16 17:47:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1433642	Hamilton Lane Inc	HLNE	Investment Advice (6282)	262482738

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1577084	R. Hartley Rogers	C/O Hamilton Lane Incorporated One Presidential Blvd., 4Th Floor Bala Cynwyd PA 19004	Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2019-05-06	2,634,653	$0.00	10,538,611	No	5	G	Indirect	See footnote
Class B Common Stock	Disposition	2019-09-12	421,544	$0.00	10,117,067	No	4	J	Indirect	See footnote
Class A Common Stock	Disposition	2019-09-12	78,456	$60.01	65,533	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units	Disposition	2019-05-06	2,634,653	$0.00	2,634,653	$0.00
Class A Common Stock	Class B Units	Disposition	2019-09-12	421,544	$60.01	421,544	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,538,611			No	5	G	Indirect
10,117,067			No	4	J	Indirect

Footnotes

In 2008, the reporting person contributed 25% of the membership interests in HRHLA, LLC ("HRHLA") to a grantor retained annuity trust. On May 6, 2019, those HRHLA interests were transferred in equal parts to trusts for the benefit of the reporting person's children. The transferred membership interests represent beneficial ownership of the Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") and the shares of Class B common stock listed in the table. The reporting person is deemed to indirectly beneficially own the transferred Class B units. Those, and the remaining 7,903,958 Class B Units (and corresponding shares of Class B common stock), continue to be reported in this Form 4 as owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, the managing member of HLAI.
The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote. These securities are owned directly by HLAI. The reporting person is the manager of HRHLA, the managing member of HLAI.
These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.
The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"). At the Issuer's election, the exchange was settled in cash.
Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 9, 2019.
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. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units do not have an expiration date.