Hartley R. Rogers - Mar 3, 2024 Form 4 Insider Report for Hamilton Lane INC (HLNE)

Role
Executive Co-Chairman, Director, 10%+ Owner
Signature
/s/ Lauren Platko, attorney-in-fact
Stock symbol
HLNE
Transactions as of
Mar 3, 2024
Transactions value $
-$39,944,170
Form type
4
Date filed
3/11/2024, 08:40 PM
Previous filing
Mar 16, 2023
Next filing
Mar 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLNE Class B Common Stock Gift $0 -30.2K -0.41% $0.00 7.27M Mar 3, 2024 See footnote F1, F2, F3
transaction HLNE Class B Common Stock Other -$370 -370K -5.09% $0.00* 6.9M Mar 7, 2024 See footnote F2, F3, F4
holding HLNE Class A Common Stock 10.5K Mar 3, 2024 Direct

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 Gift $0 -30.2K -0.41% $0.00 7.27M Mar 3, 2024 Class A Common Stock 30.2K See footnote F1, F3, F5
transaction HLNE Class B Units Other -$39.9M -370K -5.09% $108.00 6.9M Mar 7, 2024 Class A Common Stock 370K 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 Mr. Rogers gifted Class B Units to a charitable entity on March 3, 2024, 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.
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. 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.
F3 These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.
F4 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.
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:

In addition to serving as Executive Co-Chairman 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.