0001433642-21-000129.txt : 20210914
0001433642-21-000129.hdr.sgml : 20210914
20210914163221
ACCESSION NUMBER: 0001433642-21-000129
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210910
FILED AS OF DATE: 20210914
DATE AS OF CHANGE: 20210914
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: 211252741
MAIL ADDRESS:
STREET 1: 110 WASHINGTON STREET
STREET 2: SUITE 1300
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
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: 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
4
1
wf-form4_163165152443280.xml
FORM 4
X0306
4
2021-09-10
0
0001433642
Hamilton Lane INC
HLNE
0001577084
Rogers Hartley R.
C/O HAMILTON LANE INCORPORATED
110 WASHINGTON STREET, SUITE 1300
CONSHOHOCKEN
PA
19428
1
1
1
0
Chairman
Class B Common Stock
2021-09-06
5
G
0
E
250000
0
D
7539067
I
See footnote
Class B Common Stock
2021-09-10
4
J
0
238400
0.001
D
7300667
I
See footnote
Class A Common Stock
2021-09-10
4
S
0
11487
84.15
D
14772
D
Class B Units
2021-09-06
5
G
0
E
250000
0
D
Class A Common Stock
250000.0
7539067
I
See footnote
Class B Units
2021-09-10
4
J
0
238400
84.15
D
Class A Common Stock
238400.0
7300667
I
See footnote
Mr. Rogers gifted Class B Units to a charitable entity on September 6, 2021, which subsequently exchanged such Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.
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 HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC ("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 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 7, 2021.
Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units do not have an expiration date.
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/ Lauren Platko, attorney-in-fact
2021-09-14