HLA INVESTMENTS LLC - 04 Sep 2025 Form 4 Insider Report for Hamilton Lane INC (HLNE)

Role
10%+ Owner
Signature
HLA INVESTMENTS LLC, By: /s/ Lauren Platko, attorney-in-fact
Issuer symbol
HLNE
Transactions as of
04 Sep 2025
Net transactions value
-$68,842,589
Form type
4
Filing time
08 Sep 2025, 17:31:05 UTC
Previous filing
14 Feb 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
HLA INVESTMENTS LLC 10%+ Owner C/O HAMILTON LANE INCORPORATED, 110 WASHINGTON STREET, SUITE 1300, CONSHOHOCKEN HLA INVESTMENTS LLC, By: /s/ Lauren Platko, attorney-in-fact 08 Sep 2025 0001273303
HRHLA, LLC 10%+ Owner C/O HAMILTON LANE INCORPORATED, 110 WASHINGTON STREET, SUITE 1300, CONSHOHOCKEN HRHLA, LLC, By: /s/ Lauren Platko, attorney-in-fact 08 Sep 2025 0001698063

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLNE Class B Common Stock Other $320 -320,005 -3.8% $0.001000 8,128,907 04 Sep 2025 Direct F1, F2, F3
transaction HLNE Class B Common Stock Other $150 -149,875 -2.3% $0.001000 6,510,922 04 Sep 2025 See footnote F2, F4, F5

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 $46,883,933 -320,005 -3.8% $146.51 8,128,907 04 Sep 2025 Class A Common Stock 320,005 Direct F1, F3, F6
transaction HLNE Class B Units Other $21,958,186 -149,875 -2.3% $146.51 6,510,922 04 Sep 2025 Class A Common Stock 149,875 See footnote F4, F5, F6
* 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")), Edward Whittemore, Laurence Whittemore and Michael Schmertzler. At the Issuer's election, the exchanges were settled in cash.
F2 The Issuer 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 The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.
F4 HRHLA 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. Hartley Rogers is the manager of HRHLA, which in turn is the managing member of HLAI.
F5 This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.
F6 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:

This Form is filed by (i) HLAI and (ii) 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.