Mario Giannini - Mar 7, 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 7, 2024
Transactions value $
-$108,001,000
Form type
4
Date filed
3/11/2024, 08:55 PM
Previous filing
Mar 9, 2023
Next filing
Oct 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLNE Class B Common Stock Other -$450 -450K -100% $0.00* 0 Mar 7, 2024 Direct F1, F2
transaction HLNE Class B Common Stock Other -$550 -550K -19.23% $0.00* 2.31M Mar 7, 2024 See footnote F2, F3, F4
holding HLNE Class A Common Stock 96.5K Mar 7, 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 Other -$48.6M -450K -100% $108.00 0 Mar 7, 2024 Class A Common Stock 450K Direct F1, F5
transaction HLNE Class B Units Other -$59.4M -550K -19.23% $108.00 2.31M Mar 7, 2024 Class A Common Stock 550K 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 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 Mr. Giannini, through Hamilton Lane Advisors Inc., an S-corporation that is wholly owned by Mr. Giannini ("HLA Inc."), 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.
F4 Represents: 2,028,699 securities owned directly by HLA Inc.; and 283,632 securities owned directly by HLA Investments, LLC.
F5 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 Executive Co-Chairman and a 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.