Mario L. Giannini - Mar 9, 2023 Form 4 Insider Report for Hamilton Lane INC (HLNE)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Lauren Platko, attorney-in-fact
Stock symbol
HLNE
Transactions as of
Mar 9, 2023
Transactions value $
-$38,205,500
Form type
4
Date filed
3/9/2023, 06:57 PM
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLNE Class B Common Stock Other -$500 -500K -52.65% $0.00* 450K Mar 9, 2023 Direct F1, F2
holding HLNE Class A Common Stock 96.5K Mar 9, 2023 Direct
holding HLNE Class B Common Stock 2.86M Mar 9, 2023 See footnote F2, F3

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 -$38.2M -500K -52.65% $76.41 450K Mar 9, 2023 Class A Common Stock 500K Direct F1, F4
holding HLNE Class B Units 2.86M Mar 9, 2023 Class A Common Stock 2.86M See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person exchanged 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.
F2 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.
F3 Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini; and 283,632 securities owned directly by HLA Investments, LLC.
F4 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.