0001273303-24-000002.txt : 20240311 0001273303-24-000002.hdr.sgml : 20240311 20240311162419 ACCESSION NUMBER: 0001273303-24-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240311 DATE AS OF CHANGE: 20240311 GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO LAURA SEXTON GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO MATTHEW SEXTON GROUP MEMBERS: ANDREA ANIGATI KRAMER GROUP MEMBERS: DAVID HELGERSON GROUP MEMBERS: EDWARD B. WHITTEMORE GROUP MEMBERS: ERIK R. HIRSCH GROUP MEMBERS: HAMILTON LANE ADVISORS, INC. GROUP MEMBERS: HARTLEY R. ROGERS GROUP MEMBERS: HLA INVESTMENTS, LLC GROUP MEMBERS: HRHLA, LLC GROUP MEMBERS: JUAN DELGADO-MOREIRA GROUP MEMBERS: KEVIN J. LUCEY GROUP MEMBERS: KYERA GIANNINI GROUP MEMBERS: LAURENCE F. WHITTEMORE GROUP MEMBERS: MARIO L. GIANNINI GROUP MEMBERS: MICHAEL DONOHUE GROUP MEMBERS: MICHAEL KELLY GROUP MEMBERS: MICHAEL SCHMERTZLER GROUP MEMBERS: NICOLE GIANNINI GROUP MEMBERS: O. GRIFFITH SEXTON GROUP MEMBERS: OAKVILLE NUMBER 2 TRUST GROUP MEMBERS: PAUL YETT GROUP MEMBERS: RYSAFFE TRUST CO (C.I.) LTD GROUP MEMBERS: STEPHEN R. BRENNAN GROUP MEMBERS: TARA DEVLIN GROUP MEMBERS: THOMAS KERR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Lane INC CENTRAL INDEX KEY: 0001433642 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance IRS NUMBER: 262482738 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89904 FILM NUMBER: 24738351 BUSINESS ADDRESS: STREET 1: 110 WASHINGTON STREET STREET 2: SUITE 1300 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (610) 934-2222 MAIL ADDRESS: STREET 1: 110 WASHINGTON STREET STREET 2: SUITE 1300 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HLA INVESTMENTS LLC CENTRAL INDEX KEY: 0001273303 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 WASHINGTON STREET STREET 2: SUITE 1300 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 13125691000 MAIL ADDRESS: STREET 1: 110 WASHINGTON STREET STREET 2: SUITE 1300 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 SC 13D/A 1 hlschedule13dmarch2024.htm SC 13D/A Document
SCHEDULE 13D/A
CUSIP No. 407497 106
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 11)
Hamilton Lane Incorporated
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
407497 106
(CUSIP Number)
Lydia Gavalis
General Counsel and Secretary
Hamilton Lane Incorporated
110 Washington Street, Suite 1300
Conshohocken, PA 19428
Telephone: (610) 934-2222
 
with a copy to:
 
Matthew H. Meyers
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
Telephone: (215) 988-2700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 7, 2024
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
HLA Investments, LLC
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
16,103,315
(9)
Sole Dispositive Power
9,298,672
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
16,103,315
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
29.6%
 (14)
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

2
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
HRHLA, LLC
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
16,103,315
(9)
Sole Dispositive Power
6,900,667
(10)
Shared Dispositive Power
2,398,005
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
16,103,315
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
29.6%
 (14)
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
 

3
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Hartley R. Rogers
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
 OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
16,103,315
(9)
Sole Dispositive Power
6,911,170
(10)
Shared Dispositive Power
2,398,005
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
16,103,315
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
29.6%
 (14)
Type of Reporting Person (See Instructions)
IN

4
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Hamilton Lane Advisors, Inc.
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
2,028,699
(9)
Sole Dispositive Power
2,028,699
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,028,699
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
4.8%
 (14)
Type of Reporting Person (See Instructions)
CO


5
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Mario L. Giannini
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
2,408,829
(9)
Sole Dispositive Power
2,125,197
(10)
Shared Dispositive Power
283,632
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,408,829
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
5.6%
 (14)
Type of Reporting Person (See Instructions)
IN

6
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Kyera Giannini
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
238,648
(9)
Sole Dispositive Power
238,648
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
238,648
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.6%
 (14)
Type of Reporting Person (See Instructions)
IN


7
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Nicole Giannini
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
 OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
238,648
(9)
Sole Dispositive Power
238,648
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
238,648
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.6%
 (14)
Type of Reporting Person (See Instructions)
IN


8
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
The 2008 Sexton Des. Trust FBO Laura Sexton
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
316,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
316,233
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
316,233
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.8%
 (14)
Type of Reporting Person (See Instructions)
OO (Trust)


9
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
The 2008 Sexton Des. Trust FBO Matthew Sexton
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
316,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
316,233
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
316,233
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.8%
 (14)
Type of Reporting Person (See Instructions)
OO (Trust)


10
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
O. Griffith Sexton
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
652,064
(9)
Sole Dispositive Power
19,598
(10)
Shared Dispositive Power
632,466
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
652,064
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
1.6%
 (14)
Type of Reporting Person (See Instructions)
OO (Trustee), IN



11
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Oakville Number 2 Trust
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Guernsey
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
480,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
480,022
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
480,022
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
1.2%
 (14)
Type of Reporting Person (See Instructions)
OO (Trust)


12
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Rysaffe Trust Company (C.I.) Limited
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Guernsey
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
480,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
480,022
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
480,022
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
1.2%
 (14)
Type of Reporting Person (See Instructions)
OO (Trustee)



13
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Edward B. Whittemore
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
120,000
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
120,000
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
120,000
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.3%
 (14)
Type of Reporting Person (See Instructions)
IN


14
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Laurence F. Whittemore
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
156,880
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
156,880
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
156,880
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.4%
 (14)
Type of Reporting Person (See Instructions)
IN


15
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Michael Schmertzler
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
725,005
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
725,005
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
725,005
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
1.8%
 (14)
Type of Reporting Person (See Instructions)
IN


16
SCHEDULE 13D/A
CUSIP No. 407497 106
(1)
Name of Reporting Person
Erik R. Hirsch
(2)Check the Appropriate Box if a Member of a Group
 (a)x
 (b)¨
(3)SEC Use Only
(4)
Source of Funds
OO
(5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
(6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
1,192,552
(9)
Sole Dispositive Power
1,192,552
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,192,552
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(13)
Percent of Class Represented by Amount in Row (11)
2.9%
(14)
Type of Reporting Person (See Instructions)
IN

17
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Juan Delgado-Moreira
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
Spain
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
1,280,902
(9)
Sole Dispositive Power
1,280,902
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,902
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
3.2%
 (14)
Type of Reporting Person (See Instructions)
IN



18
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Paul Yett
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
231,129
(9)
Sole Dispositive Power
231,129
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
231,129
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.6%
 (14)
Type of Reporting Person (See Instructions)
IN

19
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Kevin J. Lucey
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
91,554
(9)
Sole Dispositive Power
91,554
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
91,554
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.2%
 (14)
Type of Reporting Person (See Instructions)
IN


20
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Tara Devlin
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
212,312
(9)
Sole Dispositive Power
212,312
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
212,312
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.5%
 (14)
Type of Reporting Person (See Instructions)
IN


21
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Stephen R. Brennan
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
203,470
(9)
Sole Dispositive Power
203,470
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
203,470
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.5%
 (14)
Type of Reporting Person (See Instructions)
IN


22
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Andrea Anigati Kramer
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
415,147
(9)
Sole Dispositive Power
415,147
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
415,147
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
1.0%
 (14)
Type of Reporting Person (See Instructions)
IN


23
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Michael Kelly
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
100,000
(9)
Sole Dispositive Power
100,000
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.2%
 (14)
Type of Reporting Person (See Instructions)
IN


24
SCHEDULE 13D/A
CUSIP No. 407497 106
(1)
Name of Reporting Person
Thomas Kerr
(2)Check the Appropriate Box if a Member of a Group
 (a)x
 (b)
¨
(3)SEC Use Only
(4)
Source of Funds
OO
(5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
(6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
186,138
(9)
Sole Dispositive Power
186,138
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
186,138
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(13)
Percent of Class Represented by Amount in Row (11)
0.5%
(14)
Type of Reporting Person (See Instructions)
IN

25
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
David Helgerson
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)
¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
199,477
(9)
Sole Dispositive Power
199,477
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
199,477
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.5%
 (14)
Type of Reporting Person (See Instructions)
IN


26
SCHEDULE 13D/A
CUSIP No. 407497 106
 (1)
Name of Reporting Person
Michael Donohue
 (2)Check the Appropriate Box if a Member of a Group
  (a)x
  (b)¨
 (3)SEC Use Only
 (4)
Source of Funds
OO
 (5)
Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
 (6)
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
59,368
(9)
Sole Dispositive Power
59,368
(10)
Shared Dispositive Power
0
 (11)
Aggregate Amount Beneficially Owned by Each Reporting Person
59,368
 (12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 (13)
Percent of Class Represented by Amount in Row (11)
0.1%
 (14)
Type of Reporting Person (See Instructions)
IN


27
SCHEDULE 13D/A
CUSIP No. 407497 106
Item 1. Security and Issuer
 
    This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) is being filed with respect to the Class A Common Stock, $0.001 par value, of Hamilton Lane Incorporated, a Delaware corporation (the “Issuer”), to amend and supplement the Schedule 13D filed on March 17, 2017 (as amended and supplemented to date, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D filed on March 17, 2017.

Item 1 of the Schedule 13D is hereby amended to reflect that the principal executive offices of the Issuer are located at 110 Washington Street, Suite 1300, Conshohocken, PA 19428.

Item 2. Identity and Background

Items 2(a), 2(b), 2(c) and 2(f) of the Schedule 13D are hereby amended and restated in their entirety:

(a)As of the date of this Amendment No. 11:
(i)    HLAI beneficially owns 16,103,315 shares of Class A common stock as holder of 8,818,657 Class B units and because it has voting control over an additional 7,284,658 shares of Class A common stock. HLAI’s principal business is to hold Class B units of HLA and Class B common stock of the pre-IPO investor group, including certain members of senior management of the Issuer and outside investors.
(ii)    HRHLA beneficially owns 16,103,315 shares of Class A common stock as the managing member of HLAI. HRHLA’s principal business is to hold the membership interests in HLAI representing its ownership in the Issuer.
(iii)    Hartley R. Rogers beneficially owns 16,103,315 shares of Class A common stock, which includes 6,900,667 shares as the managing member of HRHLA and 10,503 shares held directly.
(iv)    HLA Inc. beneficially owns 2,028,699 shares of Class A common stock as holder of 2,028,699 Class B units. HLA Inc.’s principal business is to hold Class B units on behalf of Mario L. Giannini, its sole stockholder and director.
(v)    Mario L. Giannini beneficially owns 2,408,829 shares of Class A common stock, which includes the 2,028,699 shares of Class A common stock beneficially held by HLA Inc., 283,632 shares of Class A common stock beneficially held as a result of his ownership interest in HLAI, and 96,498 shares of Class A common stock held directly.
(vi)    Kyera Giannini beneficially owns 238,648 shares of Class A common stock as a result of her ownership interest in HLA.
(vii)    Nicole Giannini beneficially owns 238,648 shares of Class A common stock as a result of her ownership interest in HLA.
(viii)    The Laura Sexton Trust beneficially owns 316,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(ix)    The Matthew Sexton Trust beneficially owns 316,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(x)    O. Griffith Sexton beneficially owns 652,064 shares of Class A common stock, which includes 632,466 shares as sole trustee of the two Sexton family trusts and 19,598 shares of Class A common stock held directly.
(xi)    Oakville Trust directly owns 480,015 shares of Class A common stock and beneficially owns an additional 7 shares of Class A common stock as a result of the Oakville Trust’s ownership interest in HLAI. Rysaffe, the trustee of Oakville Trust, beneficially owns all of such shares.
(xii)    Edward B. Whittemore beneficially owns 120,000 shares of Class A common stock as a result of his ownership interest in HLAI.
(xiii) Laurence F. Whittemore beneficially owns 156,880 shares of Class A common stock as a result of his ownership interest in HLAI.
(xiv)    Michael Schmertzler beneficially owns 725,005 shares of Class A common stock as a result of his ownership interest in HLAI.
28
SCHEDULE 13D/A
CUSIP No. 407497 106
(xv)    The Management Investors collectively beneficially own 1,502,320 shares of Class A common stock directly, an additional 130,550 shares of restricted Class A common stock subject to vesting, and 2,539,179 shares of Class A common stock as holders of 2,195,189 Class B units and 343,990 Class C units held by HLMI. Pursuant to and under the terms and conditions of the exchange agreement, as amended (the “Exchange Agreement”), each Management Investor may exchange such Class B units and Class C units for shares of Class A common stock on a one-for-one basis.
Each Reporting Person, other than Mr. Rogers, HLAI and HRHLA, disclaims beneficial ownership of securities owned by the other Reporting Persons, except to the extent of such Reporting Person’s pecuniary interest therein. Ms. Devlin also disclaims beneficial ownership of 753 shares of Class A common stock owned by her son, who lives at her home.
(b) The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428.
(c)Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation.
NamePrincipal Occupation (at Issuer)
Hartley R. RogersExecutive Co-Chairman, Director
Mario L. GianniniExecutive Co-Chairman, Director
Erik R. HirschCo-Chief Executive Officer, Director
Juan Delgado-MoreiraCo-Chief Executive Officer, Director
Andrea Anigati KramerChief Operating Officer
Stephen R. BrennanHead of Private Wealth Solutions
Tara DevlinManaging Director, Client Solutions
David HelgersonHead of Impact Investments
Thomas KerrCo-Head of Investments, Head of Secondary Investments
Paul YettDirector of ESG & Sustainability

(f) Each natural person identified in this Item 2 is a citizen of the United States except for Mr. Delgado-Moreira, who is a citizen of Spain. Each entity identified in this Item 2 is organized under the laws of Delaware, other than Hamilton Lane Advisors, Inc., which is a Pennsylvania corporation, Oakville Trust and Rysaffe, which are governed by the laws of Guernsey, and the Sexton Trusts, which are New York trusts.

Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

The Issuer conducted a registered offering of Class A common stock, which closed on March 7, 2024 (the “March 2024 Offering”).  In connection with the March 2024 Offering, Oakville Trust (the “Selling Stockholder”) sold 55,000 shares of Class A common stock, while the Issuer sold 1,867,322 shares of Class A common stock for $108.00 per share to Morgan Stanley & Co. LLC. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholder. The proceeds from the Issuer’s sale of shares of Class A common stock were used to settle in cash exchanges of Class B units (along with payment of the par value of a corresponding number of redeemed shares of Class B common stock) and Class C units of HLA by certain of the Reporting Persons. The redeemed shares of Class B common stock were cancelled.

Item 4. Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Item 3 to this Amendment No. 11 is hereby incorporated by reference.

Pursuant to lock-up agreements, the Issuer, HLA, all of the Issuer’s directors and executive officers and certain of the Reporting Persons (collectively owning approximately 32% of the Issuer’s common stock as of March 4, 2024) agreed that, without the prior written consent of the underwriter for the March 2024 Offering, they will not, subject to specified exceptions, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of,
29
SCHEDULE 13D/A
CUSIP No. 407497 106
directly or indirectly, any shares of the Issuer’s common stock or any securities convertible into or exercisable or exchangeable for such common stock (including without limitation, common stock or such other securities which may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Issuer's common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of the Issuer’s common stock or any security convertible into or exercisable or exchangeable for such common stock for a period of 60 days after the date of the prospectus supplement related to the offering. 

Item 5. Interest in Securities of the Issuer 

Items 5(a) and 5(b) of Schedule 13D are amended to reflect the following:

The following table sets forth the aggregate number and percentage of the Class A common stock beneficially owned by each Reporting Person. The aggregate number of the Class A common stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.
Reporting PersonNumber of 
Shares 
Beneficially 
Owned
Percentage of Class 
A Common Stock 
Outstanding(1)
HLAI16,103,31530.0 %
HRHLA16,103,31530.0 %
Hartley R. Rogers16,103,31530.0 %
HLA Inc.2,028,6995.0 %
Mario L. Giannini2,408,8296.0 %
Kyera Giannini238,648 *
Nicole Giannini238,648 *
O. Griffith Sexton652,0642.0 %
Laura Sexton Trust316,233 *
Matthew Sexton Trust316,233 *
Oakville Trust480,0221.0 %
Rysaffe480,0221.0 %
Edward B. Whittemore120,000*
Laurence F. Whittemore156,880*
Michael Schmertzler725,0052.0 %
Erik R. Hirsch1,192,552 3.0 %
Juan Delgado-Moreira1,280,902 3.0 %
Paul Yett231,129 *
Kevin J. Lucey91,554 *
Tara Devlin212,312 *
Stephen R. Brennan203,470 *
Andrea Anigati Kramer415,147 1.0 %
Michael Kelly100,000 *
Thomas Kerr186,138*
David Helgerson199,477*
Michael Donohue59,368*
Total for Group16,103,315 29.6 %
* Less than 1%
30
SCHEDULE 13D/A
CUSIP No. 407497 106
(1)    Based on the number of shares of Class A common stock (40,463,498) issued and outstanding as of March 11, 2024, the date of this report, and assuming all outstanding Class B units and Class C units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A common stock on a one-for-one basis.

(c) Item 5(c) of Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 3 and 4 of this Amendment No. 11 is hereby incorporated herein by reference.

The following table sets forth the transactions by the Reporting Persons involving the beneficial ownership of Class A Common stock that were effected during the last 60 days.
Reporting Person
Number of Class B Units Exchanged(1)
Number of Class C Units Exchanged(2)
Shares of Class A Common Stock Sold
Hartley R. Rogers
400,000(3)
––
Laura Sexton Trust
50,000(4)
––
Matthew Sexton Trust
50,000(5)
––
Edward B. Whittemore
10,000(6)
––
Mario L. Giannini1,000,000––
Kyera Giannini50,000––
Nicole Giannini50,000––
Stephen R. Brennan–
20,000(7)
–
Thomas Kerr
10,000(7)
––
Andrea Anigati Kramer–
35,000(7)
–
Kevin Lucey
124,872(7)
––
Oakville Trust––
55,000(8)
HLAI
510,000(9)
––
HRHLA
510,000(9)
––

(1)    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. The column below represents Class B Units exchanged on March 7, 2024 in connection with the March 2024 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $108.00.
(2)    Pursuant to the Exchange Agreement, the Class C 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. The column below represents Class C Units exchanged on March 7, 2024 in connection with the March 2024 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $108.00.
(3)    Represents securities owned indirectly by Mr. Rogers through HLAI. Mr. Rogers is the manager of HRHLA, LLC, the managing member of HLAI. HLAI distributed the HLA units to HRHLA, LLC in order to facilitate the exchange.
(4)    Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton serves as the sole trustee of this trust.
(5)    Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton serves as the sole trustee of this trust.
(6)    Represents securities owned indirectly by Edward B. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange.
(7)    Represents securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange.
(8)    Represents Class A common shares sold on March 7, 2024 at a price of $108.00 in the March 2024 Offering. Rysaffe Trust Company (CI) Limited serves as trustee of the trust.
(9)    See footnotes 3, 4, 5 and 6. As set forth in the Schedule 13D, HRHLA is the managing member of HLAI.

31
SCHEDULE 13D/A
CUSIP No. 407497 106
Item 7. Material to be Filed as Exhibits
ExhibitDescription
1.    
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
2.Form of Lock-Up Agreement.
3.Amendment No. 3 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of May 24, 2023, by and among Hamilton Lane Advisors, L.L.C. and its members (incorporated by reference to Exhibit 10.4 to the Issuer's Form 10-K filed with the SEC on May 25, 2023).

 

32
SCHEDULE 13D/A
CUSIP No. 407497 106
SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
 
Dated: March 11, 2024
1.HLA Investments, LLC
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
2.HRHLA, LLC
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
3.Hamilton Lane Advisors, Inc.
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
4./s/ Lauren Platko, Attorney-in-Fact
Hartley R. Rogers
5./s/ Lauren Platko, Attorney-in-Fact
Mario L. Giannini
6./s/ Lauren Platko, Attorney-in-Fact
Kyera Giannini
7./s/ Lauren Platko, Attorney-in-Fact
Nicole Giannini
8./s/ Lauren Platko, Attorney-in-Fact
O. Griffith Sexton
9.The 2008 Sexton Des. Trust FBO Laura Sexton
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact

SCHEDULE 13D/A
CUSIP No. 407497 106
10.The 2008 Sexton Des. Trust FBO Matthew Sexton
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
11.Oakville Number 2 Trust
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
12.Rysaffe Trust Company (C.I.) Limited
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
13./s/ Lauren Platko, Attorney-in-Fact
Edward B. Whittemore
14./s/ Lauren Platko, Attorney-in-Fact
Laurence F. Whittemore
15./s/ Lauren Platko, Attorney-in-Fact
Michael Schmertzler
16./s/ Lauren Platko, Attorney-in-Fact
Erik R. Hirsch
17./s/ Lauren Platko, Attorney-in-Fact
Kevin J. Lucey
18./s/ Lauren Platko, Attorney-in-Fact
Juan Delgado-Moreira

SCHEDULE 13D/A
CUSIP No. 407497 106
19./s/ Lauren Platko, Attorney-in-Fact
Paul Yett
20./s/ Lauren Platko, Attorney-in-Fact
Tara Devlin
21./s/ Lauren Platko, Attorney-in-Fact
Andrea Anigati Kramer
22./s/ Lauren Platko, Attorney-in-Fact
Michael Kelly
23./s/ Lauren Platko, Attorney-in-Fact
Stephen R. Brennan
24./s/ Lauren Platko, Attorney-in-Fact
Thomas Kerr
25./s/ Lauren Platko, Attorney-in-Fact
David Helgerson
26./s/ Lauren Platko, Attorney-in-Fact
Michael Donohue






 EX-1 2 ex1march2024.htm EX-1 Document

JOINT FILING AGREEMENT

    In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments and attachments thereto) with respect to the Class A common stock, par value $0.001 per share, of Hamilton Lane Incorporated, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of March 11, 2024.

    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
    



IN WITNESS WHEREOF, the undersigned hereby executed this Joint Filing Agreement as of March 11, 2024.
1.HLA Investments, LLC
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
2.HRHLA, LLC
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
3.Hamilton Lane Advisors, Inc.
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
4./s/ Lauren Platko, Attorney-in-Fact
Hartley R. Rogers
5./s/ Lauren Platko, Attorney-in-Fact
Mario L. Giannini
6./s/ Lauren Platko, Attorney-in-Fact
Kyera Giannini
7./s/ Lauren Platko, Attorney-in-Fact
Nicole Giannini
8./s/ Lauren Platko, Attorney-in-Fact
O. Griffith Sexton
9.The 2008 Sexton Des. Trust FBO Laura Sexton
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
10.The 2008 Sexton Des. Trust FBO Matthew Sexton
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
Signature Page to Joint Filing Agreement

11.Oakville Number 2 Trust
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
12.Rysaffe Trust Company (C.I.) Limited
By:/s/ Lauren Platko
Name:Lauren Platko
Title:Attorney-in-Fact
13./s/ Lauren Platko, Attorney-in-Fact
Edward B. Whittemore
14./s/ Lauren Platko, Attorney-in-Fact
Laurence F. Whittemore
15./s/ Lauren Platko, Attorney-in-Fact
Michael Schmertzler
16./s/ Lauren Platko, Attorney-in-Fact
Erik R. Hirsch
17./s/ Lauren Platko, Attorney-in-Fact
Kevin J. Lucey
18./s/ Lauren Platko, Attorney-in-Fact
Juan Delgado-Moreira
19./s/ Lauren Platko, Attorney-in-Fact
Paul Yett
20./s/ Lauren Platko, Attorney-in-Fact
Tara Devlin
21./s/ Lauren Platko, Attorney-in-Fact
Andrea Anigati Kramer
22./s/ Lauren Platko, Attorney-in-Fact
Michael Kelly
23./s/ Lauren Platko, Attorney-in-Fact
Stephen R. Brennan
24./s/ Lauren Platko, Attorney-in-Fact
Thomas Kerr
Signature Page to Joint Filing Agreement

25./s/ Lauren Platko, Attorney-in-Fact
David Helgerson
26./s/ Lauren Platko, Attorney-in-Fact
Michael Donohue

Signature Page to Joint Filing Agreement
 EX-2 3 ex2formoflock-upmarch2024.htm EX-2 Document



Form of Lock-Up Agreement
March 4, 2024
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

Re:    Hamilton Lane Incorporated --- Public Offering
Ladies and Gentlemen:
The undersigned understands that Morgan Stanley & Co. LLC (the “Underwriter”) proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with Hamilton Lane Incorporated, a Delaware corporation (the “Company”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company, and the Selling Stockholder named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriter of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company.

In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) the Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement,

Exhibit A
    



(B)  transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering,
(C) transfers of shares of Common Stock as a bona fide gift or gifts,
(D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution,
(E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned,
(F) any transfer from a trust described in clause (E) above to the undersigned,
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options or the lapse of vesting restrictions; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock and such vested shares of Common Stock will be subject to the restrictions described in this letter agreement,
(H) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company),
(I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period,
(J) distributions of shares of Common Stock to members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned; and
(K) transfers of Common Stock or such other securities to the Company or any of its affiliates as permitted under the Exchange Agreement;
provided that in the case of any transfer or distribution pursuant to clause (B) through (J), each recipient, transferee, donee or distributee shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) through (K), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public
Exhibit A
    
    
    


announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (w) transfers of shares of Common Stock as a bona fide gift or gifts, (x) the sale of the Securities in the Public Offering, (y) an increase in shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held by the undersigned, in each case, as required by applicable law or (z) the forfeiture of shares to the Company for purposes of satisfying withholding taxes pursuant to clause (G) above, or (ii) a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the expiration of the Restricted Period referred to above).
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned acknowledges and agrees that the Underwriter has not provided any recommendation or investment advice nor has the Underwriter solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to the undersigned in connection with the Public Offering, the Underwriter is not making a recommendation to the undersigned to participate in the Public Offering, enter into this Letter Agreement, or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.
The undersigned understands that, if the Underwriting Agreement does not become effective by April 30, 2024, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriter is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
[Signature page follows]
Exhibit A
    
    
    


This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
Very truly yours,


IF AN INDIVIDUAL:IF AN ENTITY:

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Exhibit A