HLA INVESTMENTS LLC - 10 Sep 2021 Form 4 Insider Report for Hamilton Lane INC (HLNE)

Role
10%+ Owner
Signature
/s/ Lauren Platko, attorney-in-fact
Issuer symbol
HLNE
Transactions as of
10 Sep 2021
Net transactions value
-$91,034,552
Form type
4
Filing time
14 Sep 2021, 16:31:01 UTC
Next filing
11 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLNE Class B Common Stock Other $593 -593,400 -6% $0.001000* 9,328,657 10 Sep 2021 Direct F1, F2
transaction HLNE Class B Common Stock Other $488 -488,400 -6.3% $0.001000* 7,300,667 10 Sep 2021 See footnote F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HLNE Class B Units Other $49,934,610 -593,400 -6% $84.15 9,328,657 10 Sep 2021 Class A Common Stock 593,400 Direct F1, F2, F5
transaction HLNE Class B Units Other $41,098,860 -488,400 -6.3% $84.15 7,300,667 10 Sep 2021 Class A Common Stock 488,400 See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, exchanged Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") 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"): Hartley Rogers (through HRHLA, LLC ("HRHLA")), the 2008 Sexton Des. Trust FBO Laura Sexton, the 2008 Sexton Des. Trust FBO Matthew Sexton and Edward Whittemore. At the Issuer's election, the exchanges were settled in cash.
F2 The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.
F3 Hartley Rogers is the manager of HRHLA, which in turn is the managing member of HLAI. Mr. Rogers and a charitable entity that received a gift of Class B Units from Mr. Rogers each 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.
F4 This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.
F5 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.

Remarks:

This Form is filed by (i) HLA Investments, LLC ("HLAI") and (ii) HRHLA, LLC ("HRHLA"). HRHLA is the managing member of HLAI. The reporting persons are members of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.