0001273303-19-000004.txt : 20190920 0001273303-19-000004.hdr.sgml : 20190920 20190920160552 ACCESSION NUMBER: 0001273303-19-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190920 GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO LAURA SEXTON GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO MATTHEW SEXTON GROUP MEMBERS: ANDREA ANIGATI GROUP MEMBERS: BARBARA SEXTON 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: JEFFREY S. MEEKER 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: RANDY STILMAN 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] 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: 191104751 BUSINESS ADDRESS: STREET 1: ONE PRESIDENTIAL BOULEVARD STREET 2: 4TH FLOOR CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: (610) 934-2222 MAIL ADDRESS: STREET 1: ONE PRESIDENTIAL BOULEVARD STREET 2: 4TH FLOOR CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HLA INVESTMENTS LLC CENTRAL INDEX KEY: 0001273303 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE BELMONT AVENUE STREET 2: SUITE 900 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13D/A 1 schedule13dseptember2019.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. 5)
 
 
 
 
 
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
One Presidential Blvd., 4th Floor
Bala Cynwyd, PA 19004
Telephone: (610) 934-2222
 
with a copy to:
 
Matthew H. Meyers
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
Telephone: (215) 988-2700
 
 
 
 
 
 
 
 
September 12, 2019
 
 
(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
25,939,626
(9)
Sole Dispositive Power
13,553,952
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
25,939,626
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
49.0%
 
(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
25,939,626
(9)
Sole Dispositive Power
10,117,067
(10)
Shared Dispositive Power
3,436,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
25,939,626
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
49.0%
 
(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
25,939,626
(9)
Sole Dispositive Power
10,182,600
(10)
Shared Dispositive Power
3,436,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
25,939,626
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
49.0%
 
(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
2,579,104
(9)
Sole Dispositive Power
2,579,104
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,579,104
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
8.0%
 
(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
4,920,919
(9)
Sole Dispositive Power
4,637,287
(10)
Shared Dispositive Power
283,632
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
4,920,919
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
14.2%
 
(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
338,648
(9)
Sole Dispositive Power
338,648
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
338,648
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.1%
 
(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
313,648
(9)
Sole Dispositive Power
313,648
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
313,648
 
(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



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
566,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
566,233
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
566,233
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.9%
 
(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
566,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
566,233
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
566,233
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.9%
 
(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
1,141,407
(9)
Sole Dispositive Power
8,941
(10)
Shared Dispositive Power
1,132,466
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,141,407
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.7%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee), IN




11
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Barbara 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
1,132,466
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
1,132,466
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,132,466
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.7%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)



12
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
850,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
850,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
850,022
 
(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)
OO (Trust)



13
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
850,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
850,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
850,022
 
(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)
OO (Trustee)




14
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
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)
0.5%
 
(14)
Type of Reporting Person (See Instructions)
IN



15
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
161,880
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
161,880
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
161,880
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
0.5%
 
(14)
Type of Reporting Person (See Instructions)
IN



16
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
852,005
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
852,005
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
852,005
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.8%
 
(14)
Type of Reporting Person (See Instructions)
IN



17
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
1,689,390
(9)
Sole Dispositive Power
1,689,390
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,689,390
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
5.4%
 
(14)
Type of Reporting Person (See Instructions)
IN


18
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
1,300,662
(9)
Sole Dispositive Power
1,300,662
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,662
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
4.4%
 
(14)
Type of Reporting Person (See Instructions)
IN




19
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
705,398
(9)
Sole Dispositive Power
705,398
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
705,398
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.3%
 
(14)
Type of Reporting Person (See Instructions)
IN


20
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Randy Stilman
 
(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
391,519
(9)
Sole Dispositive Power
391,519
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
391,519
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.3%
 
(14)
Type of Reporting Person (See Instructions)
IN



21
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
468,076
(9)
Sole Dispositive Power
468,076
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
468,076
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.5%
 
(14)
Type of Reporting Person (See Instructions)
IN



22
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
431,329
(9)
Sole Dispositive Power
431,329
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
431,329
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.4%
 
(14)
Type of Reporting Person (See Instructions)
IN



23
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
339,861
(9)
Sole Dispositive Power
339,861
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
339,861
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.1%
 
(14)
Type of Reporting Person (See Instructions)
IN



24
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Andrea Anigati
 
(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
551,392
(9)
Sole Dispositive Power
551,392
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
551,392
 
(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



25
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)
0.3%
 
(14)
Type of Reporting Person (See Instructions)
IN



26
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Jeffrey S. Meeker
 
(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
402,351
(9)
Sole Dispositive Power
402,351
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
402,351
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.3%
 
(14)
Type of Reporting Person (See Instructions)
IN



27
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
346,373
 
(9)
Sole Dispositive Power
346,373
 
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
346,373
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.1%
 
(14)
Type of Reporting Person (See Instructions)
IN


28
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
227,212
(9)
Sole Dispositive Power
227,212
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
227,212
 
(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)
IN



29
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
68,054
(9)
Sole Dispositive Power
68,054
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
68,054
 
(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



30
SCHEDULE 13D/A
CUSIP No. 407497 106

Item 1. Security and Issuer
 
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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 by Amendment No. 1 filed on March 23, 2018, Amendment No. 2 filed on September 21, 2018, Amendment No. 3 filed on December 21, 2018, Amendment No. 4 filed on March 25, 2019, and this Amendment No. 5, 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 2. Identity and Background

Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety:

(a)As of the date of this Amendment:
(i)
HLAI beneficially owns 25,939,626 shares of Class A common stock as holder of 12,703,937 Class B units and because it has voting control over an additional 13,235,689 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 25,939,626 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 25,939,626 shares of Class A common stock, which consists of 10,117,067 shares as the managing member of HRHLA and 65,533 shares held directly.
(iv)
HLA Inc. beneficially owns 2,579,104 shares of Class A common stock as holder of 2,579,104 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 4,920,919 shares of Class A common stock, which includes 1,949,595 shares of Class A common stock beneficially held through Class B units held directly, the 2,579,104 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 108,588 shares of Class A common stock held directly.
(vi)
Kyera Giannini beneficially owns 338,648 shares of Class A common stock as a result of her ownership interest in HLA.
(vii)
Nicole Giannini beneficially owns 313,648 shares of Class A common stock as a result of her ownership interest in HLA.
(viii)
The Laura Sexton Trust beneficially owns 566,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(ix)
The Matthew Sexton Trust beneficially owns 566,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(x)
O. Griffith Sexton beneficially owns 1,141,407 shares of Class A common stock, which includes 1,132,466 shares as a trustee of the two Sexton family trusts and 8,941 shares of Class A common stock held directly.
(xi)
Barbara Sexton beneficially owns 1,132,466 shares of Class A common stock as a trustee of the two Sexton family trusts.
(xii)
Oakville Trust and Rysaffe, its trustee, directly own 850,015 shares of Class A common stock and beneficially own an additional 7 shares of Class A common stock as a result of the Oakville Trust’s ownership interest in HLAI.
(xiii)
Edward B. Whittemore beneficially owns 156,880 shares of Class A common stock as a result of his ownership interest in HLAI.
(xiv) Laurence F. Whittemore beneficially owns 161,880 shares of Class A common stock as a result of his ownership interest in HLAI.

31
SCHEDULE 13D/A
CUSIP No. 407497 106

(xv)
Michael Schmertzler beneficially owns 852,005 shares of Class A common stock as a result of his ownership interest in HLAI.
(xvi)
The Management Investors collectively beneficially own 1,542,331 shares of Class A common stock directly, an additional 230,978 shares of restricted Class A common stock subject to vesting, and 5,248,308 shares of Class A common stock as holders of 3,829,411 Class B units and 1,418,897 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 250 shares of Class A common stock owned by her son, who lives at her home.

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 September 12, 2019 (the “September 2019 Offering”).  In connection with the September 2019 Offering, Hartley R. Rogers and Juan Delgado-Moreira (together, the “Selling Stockholders”) collectively sold 228,456 shares of Class A common stock, while the Issuer sold 2,451,633 shares of Class A common stock for $60.01 per share to Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholders. 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. 5 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 51% of the Issuer's common stock as of September 9, 2019) agreed that, without the prior written consent of the underwriters for the September 2019 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, 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 90 days after the date of the prospectus. 


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 and percentage of the Class A common stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.

32
SCHEDULE 13D/A
CUSIP No. 407497 106


Reporting Person
Number of 
Shares 
Beneficially 
Owned
Percentage of Class 
A Common Stock 
Outstanding(1)
 
 
 
HLAI
25,939,626

49.0
%
HRHLA
25,939,626

49.0
%
Hartley R. Rogers
25,939,626

49.0
%
HLA Inc.
2,579,104

8.0
%
Mario L. Giannini
4,920,919

14.2
%
Kyera Giannini
338,648

1.1
%
Nicole Giannini
313,648

1.0
%
O. Griffith Sexton
1,141,407

3.7
%
Barbara Sexton
1,132,466

3.7
%
Laura Sexton Trust
566,233

1.9
%
Matthew Sexton Trust
566,233

1.9
%
Oakville Trust
850,022

2.9
%
Rysaffe
850,022

2.9
%
Edward B. Whittemore
156,880

*

Laurence F. Whittemore
161,880

*

Michael Schmertzler
852,005

2.8
%
Erik R. Hirsch
1,689,390

5.4
%
Juan Delgado-Moreira
1,300,662

4.4
%
Paul Yett
705,398

2.3
%
Randy Stilman
391,519

1.3
%
Kevin J. Lucey
468,076

1.5
%
Tara Devlin
431,329

1.4
%
Stephen R. Brennan
339,861

1.1
%
Andrea Anigati
551,392

1.8
%
Michael Kelly
100,000

*

Jeffrey S. Meeker
402,351

1.3
%
Thomas Kerr
346,373

1.1
%
David Helgerson
227,212

*

Michael Donohue
68,054

*

 
 
 
Total for Group
25,939,626

49.0
%
 
* Less than 1%
(1)
Based on the number of shares of Class A common stock (29,818,695) issued and outstanding as of September 20, 2019, 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. 5 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.

33
SCHEDULE 13D/A
CUSIP No. 407497 106

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
421,544(3)
 
78,456(4)
Mario L. Giannini
500,000
 
 
Kyera Giannini
25,000
 
 
Nicole Giannini
50,000
 
 
Laura Sexton Trust
50,000(5)
 
 
Matthew Sexton Trust
50,000(6)
 
 
Edward B. Whittemore
25,000(7)
 
 
Laurence F. Whittemore
20,000(8)
 
 
Michael Schmertzler
50,000(9)
 
 
Erik R. Hirsch
 
500,000(10)
 
Juan Delgado-Moreira
 
 
150,000(11)
Paul Yett
 
90,000(10)
 
Randy Stilman
200,000(10)
 
 
Kevin J. Lucey
18,886(10)
151,114(10)
 
Michael Kelly
 
49,389(10)
 
Jeffrey S. Meeker
 
45,000(10)
 
Thomas Kerr
 
25,000(10)
 
Michael Donohue
 
10,000(10)
 
HLAI
616,544(12)
 
 
HRHLA
616,544(12)
 
 

(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 September 12, 2019 in connection with the September 2019 Offering. At the Issuer's election, the exchange was settled in cash at a price of $60.01.
(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 September 12, 2019 in connection with the September 2019 Offering. At the Issuer's election, the exchange was settled in cash at a price of $60.01.
(3)
These securities were 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 Mr. Rogers in order to facilitate the exchange.
(4)
Represents shares of Class A common stock held directly by Mr. Rogers that were sold on September 12, 2019 at a price of $60.01 in connection with the September 2019 Offering.
(5)
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 and Mrs. Barbara Sexton serve as trustees of this trust.
(6)
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 and Mrs. Barbara Sexton serve as trustees of this trust.
(7)
Represents securities owned indirectly by Edward B. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange.
(8)
Represents securities owned indirectly by Laurence F. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange.
(9)
Represents securities owned indirectly by Mr. Schmertzler through HLAI. HLAI distributed the HLA units to Mr. Schmertzler in order to facilitate the exchange.
(10)
Represents shares held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange.
(11)
Represents shares of Class A common stock held directly by Mr. Delgado-Moreira that were sold on September 12, 2019 at a price of $60.01 in connection with the September 2019 Offering.
(12)
See footnotes 3, 5, 6, 7, 8 and 9. As set forth in the Schedule 13D, HRHLA is the managing member of HLAI. 

34
SCHEDULE 13D/A
CUSIP No. 407497 106

Item 7. Material to be Filed as Exhibits

Exhibit
Description
1.    
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 


35
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: September 20, 2019
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.
/s/ Lauren Platko, Attorney-in-Fact
 
Barbara Sexton
 
 
 
 
 
 
 
 
 

SCHEDULE 13D/A
CUSIP No. 407497 106

10.
The 2008 Sexton Des. Trust FBO Laura Sexton
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
11.
The 2008 Sexton Des. Trust FBO Matthew Sexton
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
12.
Oakville Number 2 Trust
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
13.
Rysaffe Trust Company (C.I.) Limited
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
14.
/s/ Lauren Platko, Attorney-in-Fact
 
Edward B. Whittemore
 
 
15.
/s/ Lauren Platko, Attorney-in-Fact
 
Laurence F. Whittemore
 
 
16.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Schmertzler
 
 
17.
/s/ Lauren Platko, Attorney-in-Fact
Erik R. Hirsch
 
 
18.
/s/ Lauren Platko, Attorney-in-Fact
Kevin J. Lucey

SCHEDULE 13D/A
CUSIP No. 407497 106

 
 
19.
/s/ Lauren Platko, Attorney-in-Fact
 
Juan Delgado-Moreira
 
 
20.
/s/ Lauren Platko, Attorney-in-Fact
 
Randy Stilman
 
 
21.
/s/ Lauren Platko, Attorney-in-Fact
 
Paul Yett
 
 
22.
/s/ Lauren Platko, Attorney-in-Fact
 
Tara Devlin
 
 
23.
/s/ Lauren Platko, Attorney-in-Fact
 
Andrea Anigati
 
 
24.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Kelly
 
 
25.
/s/ Lauren Platko, Attorney-in-Fact
 
Stephen R. Brennan
 
 
26.
/s/ Lauren Platko, Attorney-in-Fact
 
Jeffrey S. Meeker
 
 
27.
/s/ Lauren Platko, Attorney-in-Fact
 
Thomas Kerr
 
 
28.
/s/ Lauren Platko, Attorney-in-Fact
 
David Helgerson
 
 
29.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Donohue






 EX-1 2 ex191219.htm EXHIBIT 1 Exhibit


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 September 20, 2019.

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 September 20, 2019.

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.
/s/ Lauren Platko, Attorney-in-Fact
 
Barbara Sexton
 
 
 
10.
The 2008 Sexton Des. Trust FBO Laura Sexton
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
 
 
 
 
 
 
 
 
 

Signature Page to Joint Filing Agreement


 
 
 
11.
The 2008 Sexton Des. Trust FBO Matthew Sexton
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
12.
Oakville Number 2 Trust
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
13.
Rysaffe Trust Company (C.I.) Limited
 
 
 
 
By:
/s/ Lauren Platko
 
Name:
Lauren Platko
 
Title:
Attorney-in-Fact
 
 
 
14.
/s/ Lauren Platko, Attorney-in-Fact
 
Edward B. Whittemore
 
 
15.
/s/ Lauren Platko, Attorney-in-Fact
 
Laurence F. Whittemore
 
 
16.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Schmertzler
 
 
17.
/s/ Lauren Platko, Attorney-in-Fact
Erik R. Hirsch
 
 
18.
/s/ Lauren Platko, Attorney-in-Fact
Kevin J. Lucey
 
 
19.
/s/ Lauren Platko, Attorney-in-Fact
 
Juan Delgado-Moreira
 
 
20.
/s/ Lauren Platko, Attorney-in-Fact
 
Randy Stilman
 
 
21.
/s/ Lauren Platko, Attorney-in-Fact
 
Paul Yett
 
 
22.
/s/ Lauren Platko, Attorney-in-Fact
 
Tara Devlin
 
 

Signature Page to Joint Filing Agreement


 
 
 
 
23.
/s/ Lauren Platko, Attorney-in-Fact
 
Andrea Anigati
 
 
24.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Kelly
 
 
25.
/s/ Lauren Platko, Attorney-in-Fact
 
Stephen R. Brennan
 
 
26.
/s/ Lauren Platko, Attorney-in-Fact
 
Jeffrey S. Meeker
 
 
27.
/s/ Lauren Platko, Attorney-in-Fact
 
Thomas Kerr
 
 
28.
/s/ Lauren Platko, Attorney-in-Fact
 
David Helgerson
 
 
29.
/s/ Lauren Platko, Attorney-in-Fact
 
Michael Donohue


Signature Page to Joint Filing Agreement