SC 13D/A 1 schedule13ddecember2018.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. 3)
 
 
 
 
 
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:
 
Kimberly K. Rubel
Matthew H. Meyers
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)
 
 
 
 
 
December 13, 2018
 
 
(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
29,811,543
(9)
Sole Dispositive Power
14,820,496
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
29,811,543
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
56.7%
 
(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
29,811,543
(9)
Sole Dispositive Power
10,938,611
(10)
Shared Dispositive Power
3,881,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
29,811,543
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
56.7%
 
(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
29,811,543
(9)
Sole Dispositive Power
11,085,733
(10)
Shared Dispositive Power
3,881,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
29,811,543
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
56.7%
 
(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)
9.1%
 
(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
5,436,087
(9)
Sole Dispositive Power
5,152,455
(10)
Shared Dispositive Power
283,632
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
5,436,087
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
17.4%
 
(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
363,648
(9)
Sole Dispositive Power
363,648
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
363,648
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.4%
 
(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
363,648
(9)
Sole Dispositive Power
363,648
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
363,648
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.4%
 
(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
716,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
716,233
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
716,233
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.7%
 
(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
716,233
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
716,233
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
716,233
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.7%
 
(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
1,441,407
(9)
Sole Dispositive Power
8,941
(10)
Shared Dispositive Power
1,432,466
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,441,407
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
5.3%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)




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
1,432,466
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
1,432,466
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,432,466
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
5.2%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)



12
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Oakville Number Two 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
900,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
900,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
900,022
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.5%
 
(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
900,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
900,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
900,022
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.5%
 
(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
181,880
(9)
Sole Dispositive Power
181,880
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
181,880
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
0.7%
 
(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
181,880
(9)
Sole Dispositive Power
181,880
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
181,880
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
0.7%
 
(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
902,005
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
902,005
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
902,005
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.4%
 
(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
2,476,691
(9)
Sole Dispositive Power
2,476,691
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,476,691
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
8.8%
 
(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
1,439,070
(9)
Sole Dispositive Power
1,439,070
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,439,070
 
(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




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
885,345
(9)
Sole Dispositive Power
885,345
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
885,345
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
3.3%
 
(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
740,234
(9)
Sole Dispositive Power
740,234
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
740,234
 
(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



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
709,666
(9)
Sole Dispositive Power
709,666
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
709,666
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.7%
 
(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
437,357
(9)
Sole Dispositive Power
437,357
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
437,357
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.7%
 
(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
357,741
(9)
Sole Dispositive Power
357,741
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
357,741
 
(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



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
547,429
(9)
Sole Dispositive Power
547,429
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
547,429
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
2.1%
 
(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
242,075
(9)
Sole Dispositive Power
242,075
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
242,075
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
0.9%
 
(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
445,500
(9)
Sole Dispositive Power
445,500
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
445,500
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
1.7%
 
(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
368,940
 
(9)
Sole Dispositive Power
368,940
 
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
368,940
 
(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


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
227,630
(9)
Sole Dispositive Power
227,630
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
227,630
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
 
(13)
Percent of Class Represented by Amount in Row (11)
0.9%
 
(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
77,555
(9)
Sole Dispositive Power
77,555
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
77,555
 
(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



30
SCHEDULE 13D/A
CUSIP No. 407497 106

Item 1. Security and Issuer
 
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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, and this Amendment No. 3, 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

Items 2(a), 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:
(i)
HLAI beneficially owns 29,811,543 shares of Class A common stock as holder of 13,920,481 Class B units and because it has voting control over an additional 15,891,062 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 29,811,543 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 29,811,543 shares of Class A common stock as the managing member of HRHLA and as the direct owner of restricted stock of the Issuer.
(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. holds Class B units on behalf of Mario L. Giannini, its sole stockholder.
(v)
Mario L. Giannini beneficially owns 5,436,087 shares of Class A common stock, which includes 2,449,595 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 123,756 shares of Class A common stock held directly.
(vi)
Kyera Giannini beneficially owns 363,648 shares of Class A common stock as a result of her ownership interest in HLA.
(vii)
Nicole Giannini beneficially owns 363,648 shares of Class A common stock as a result of her ownership interest in HLA.
(viii)
The Laura Sexton Trust beneficially owns 716,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(ix)
The Matthew Sexton Trust beneficially owns 716,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(x)
O. Griffith Sexton beneficially owns 1,441,407 shares of Class A common stock, which includes 1,432,466 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 1,432,466 shares of Class A common stock as a trustee of the two Sexton family trusts.
(xii)
Oakville Trust and Rysaffe, its trustee, directly own 900,015 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 181,880 shares of Class A common stock as a result of his ownership interest in HLAI.
(xiv) Laurence F. Whittemore beneficially owns 181,880 shares of Class A common stock as a result of his ownership interest in HLAI.
(xv)
Michael Schmertzler beneficially owns 902,005 shares of Class A common stock as a result of his ownership interest in HLAI.

31
SCHEDULE 13D/A
CUSIP No. 407497 106

(xvi)
The Management Investors collectively beneficially own 1,647,489 shares of Class A common stock directly, an additional 304,945 shares of restricted Class A common stock subject to vesting, and 7,002,799 shares of Class A common stock as holders of 4,130,179 Class B units and 2,872,620 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 the 250 shares of Class A common stock owned by her son, who lives at her home.
(c) Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation.
Name
Principal Occupation (at Issuer)
Hartley R. Rogers
Chairman, Director
Mario L. Giannini
Chief Executive Officer, Director
Erik R. Hirsch
Vice Chairman, Director
Juan Delgado-Moreira
Vice Chairman
Kevin J. Lucey
Chief Operating Officer
Randy M. Stilman
Chief Financial Officer
Michael Donohue
Controller
Paul Yett
Managing Director
Tara Blackburn
Managing Director
Andrea Kramer
Managing Director
Jeffrey S. Meeker
Managing Director
Michael Kelly
Managing Director
Stephen R. Brennan
Managing Director
Thomas Kerr
Managing Director
David Helgerson
Managing Director

(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:

Upon the termination of the 2008 Grantor Retained Annuity Trust of Mario Giannini, the trust's holdings were transferred in equal halves to its beneficiaries, Ms. Kyera Giannini and Ms. Nicole Giannini. Each beneficiary received 363,648 shares of Class B common stock and 363,648 Class B Units and paid no consideration.

On November 14, 2018, Mr. Delgado-Moreira purchased 21,450 shares of Class A common stock for $794,668.50 with personal funds.

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

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

Item 5. Interest in Securities of the Issuer 


32
SCHEDULE 13D/A
CUSIP No. 407497 106

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.

Reporting Person
Number of 
Shares 
Beneficially 
Owned
Percentage of Class 
A Common Stock 
Outstanding(1)
 
 
 
HLAI
29,811,543

56.7
%
HRHLA
29,811,543

56.7
%
Hartley R. Rogers
29,811,543

56.7
%
HLA Inc.
2,579,104

9.1
%
Mario L. Giannini
5,436,087

17.4
%
Kyera Giannini
363,648

1.4
%
Nicole Giannini
363,648

1.4
%
O. Griffith Sexton
1,441,407

5.3
%
Barbara Sexton
1,432,466

5.2
%
Laura Sexton Trust
716,233

2.7
%
Matthew Sexton Trust
716,233

2.7
%
Oakville Trust
900,022

3.5
%
Rysaffe
900,022

3.5
%
Edward B. Whittemore
181,880

*

Laurence F. Whittemore
181,880

*

Michael Schmertzler
902,005

3.4
%
Erik R. Hirsch
2,476,691

8.8
%
Juan Delgado-Moreira
1,439,070

5.6
%
Paul Yett
885,345

3.3
%
Randy Stilman
740,234

2.8
%
Kevin J. Lucey
709,666

2.7
%
Tara Devlin
437,357

1.7
%
Stephen R. Brennan
357,741

1.4
%
Andrea Anigati
547,429

2.1
%
Michael Kelly
242,075

*

Jeffrey S. Meeker
445,500

1.7
%
Thomas Kerr
368,940

1.4
%
David Helgerson
227,630

*

Michael Donohue
77,555

*

 
 
 
Total for Group
29,811,543

56.7
%
 
*
Less than 1%
(1)
Based on the number of shares of Class A common stock (25,916,261) issued and outstanding as of December 13, 2018, 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. 3 is hereby incorporated herein by reference.


33
SCHEDULE 13D/A
CUSIP No. 407497 106

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 Transferred
Shares of Class A Common Stock Purchased
Juan Delgado-Moreira
 
21,450(1)
Kyera Giannini
363,648(2)
 
Nicole Giannini
363,648(2)
 

(1)
On November 14, 2018, Mr. Delgado-Moreira purchased 21,450 shares of Class A common stock at a weighted average price of $37.04.
(2)
Upon the termination of the 2008 Grantor Retained Annuity Trust of Mario Giannini, the trust's holdings were transferred in equal halves to its beneficiaries, Ms. Kyera Giannini and Ms. Nicole Giannini, and no consideration was paid. Effective December 13, 2018, Ms. Kyera Giannini and Ms. Nicole Giannini executed joinders to the Stockholders Agreement, and the Trust and its trustee no longer beneficially own any shares.

 

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.
24.1
Power of Attorney for Nicole Giannini
24.2
Power of Attorney for Kyera Giannini

 


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: December 21, 2018
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 Two 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