Hamilton Lane Inc.

03/08/2021 | Press release | Distributed by Public on 03/08/2021 16:42

Insider Trading Report (SEC Filing - 4)

SEC FORM 4SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rogers Hartley R.
(Last) (First) (Middle)
C/O HAMILTON LANE INCORPORATED
ONE PRESIDENTIAL BLVD., 4TH FLOOR
(Street)
BALA CYNWYD PA 19004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hamilton Lane INC [ HLNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/27/2021 G(1) V 50,000 D $0 7,967,067(2) I See footnote(3)
Class B Common Stock 03/04/2021 J(4) 178,000 D $0.001 7,789,067(2) I See footnote(3)
Class A Common Stock 03/04/2021 S(5) 19,245 D $87.36 34,081 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Units (6) 02/27/2021 G(1) V 50,000 (6) (6) Class A Common Stock 50,000 $0 7,967,067 I See footnote(3)
Class B Units (6) 03/04/2021 J(4) 178,000 (6) (6) Class A Common Stock 178,000 $87.36 7,789,067 I See footnote(3)
Explanation of Responses:
1. Mr. Rogers gifted Class B Units to a charitable entity on February 27, 2021, which subsequently exchanged such Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the 'Exchange Agreement') entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.
2. 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 HLA Investments, LLC ('HLAI'). The reporting person is the manager of HRHLA, LLC ('HRHLA'), the managing member of HLAI.
3. These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.
4. The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.
5. Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated March 1, 2021.
6. Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. 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.
Remarks:
In addition to serving as an officer and director of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.
/s/ Lauren Platko, attorney-in-fact 03/08/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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