0001433642-19-000121.txt : 20190916 0001433642-19-000121.hdr.sgml : 20190916 20190916174714 ACCESSION NUMBER: 0001433642-19-000121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190916 DATE AS OF CHANGE: 20190916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rogers Hartley R. CENTRAL INDEX KEY: 0001577084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38021 FILM NUMBER: 191095535 MAIL ADDRESS: STREET 1: 830 CRESCENT CENTRE DRIVE STREET 2: SUITE 610 CITY: FRANKLIN STATE: TN ZIP: 37067 ISSUER: 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 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 4 1 wf-form4_156867041789348.xml FORM 4 X0306 4 2019-09-12 0 0001433642 Hamilton Lane INC HLNE 0001577084 Rogers Hartley R. C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD PA 19004 1 1 1 0 Chairman Class B Common Stock 2019-05-06 5 G 0 E 2634653 0 D 10538611 I See footnote Class B Common Stock 2019-09-12 4 J 0 421544 0.001 D 10117067 I See footnote Class A Common Stock 2019-09-12 4 S 0 78456 60.01 D 65533 D Class B Units 2019-05-06 5 G 0 E 2634653 0 D Class A Common Stock 2634653.0 10538611 I See footnote Class B Units 2019-09-12 4 J 0 421544 60.01 D Class A Common Stock 421544.0 10117067 I See footnote In 2008, the reporting person contributed 25% of the membership interests in HRHLA, LLC ("HRHLA") to a grantor retained annuity trust. On May 6, 2019, those HRHLA interests were transferred in equal parts to trusts for the benefit of the reporting person's children. The transferred membership interests represent beneficial ownership of the Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") and the shares of Class B common stock listed in the table. The reporting person is deemed to indirectly beneficially own the transferred Class B units. Those, and the remaining 7,903,958 Class B Units (and corresponding shares of Class B common stock), continue to be reported in this Form 4 as owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, the managing member of HLAI. The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote. These securities are owned directly by HLAI. The reporting person is the manager of HRHLA, the managing member of HLAI. These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI. The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"). At the Issuer's election, the exchange was settled in cash. Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 9, 2019. Pursuant to the Exchange Agreement, the Class B Units of HLA are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units do not have an expiration date. In addition to serving as an officer and director of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock. /s/ Lydia Gavalis, attorney-in-fact 2019-09-16