0001433642-18-000106.txt : 20180919 0001433642-18-000106.hdr.sgml : 20180919 20180919203005 ACCESSION NUMBER: 0001433642-18-000106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180917 FILED AS OF DATE: 20180919 DATE AS OF CHANGE: 20180919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HLA INVESTMENTS LLC CENTRAL INDEX KEY: 0001273303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38021 FILM NUMBER: 181078534 MAIL ADDRESS: STREET 1: ONE BELMONT AVENUE STREET 2: SUITE 900 CITY: BALA CYNWYD STATE: PA ZIP: 19004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HRHLA, LLC CENTRAL INDEX KEY: 0001698063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38021 FILM NUMBER: 181078535 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 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_153740338693277.xml FORM 4 X0306 4 2018-09-17 0 0001433642 Hamilton Lane INC HLNE 0001273303 HLA INVESTMENTS LLC C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD PA 19004 0 0 1 0 0001698063 HRHLA, LLC C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD PA 19004 0 0 1 0 Class B Common Stock 2018-09-17 4 J 0 617837 0.001 D 13920481 D Class B Common Stock 2018-09-17 4 J 0 417837 0.001 D 10938611 I See footnote Class B Units 2018-09-17 4 J 0 617837 47.26 D Class A Common Stock 617837.0 13920481 D Class B Units 2018-09-17 4 J 0 417837 47.26 D Class A Common Stock 417837.0 10938611 I See footnote The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, 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"): Hartley Rogers (through HRHLA, LLC ("HRHLA")) and Michael Schmertzler. At the Issuer's election, the exchanges were settled in cash. Due to an administrative error, the reporting person's original Form 3 filed on March 8, 2017 and subsequent Form 4 incorrectly reported the common stock held by the reporting person as Class A common stock rather than Class B common stock. 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. The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units. Hartley Rogers, the manager of HRHLA, LLC (the managing member of HLAI), 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. This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI. 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. This Form is filed by (i) HLA Investments, LLC ("HLAI") and (ii) HRHLA, LLC ("HRHLA"). HRHLA is the managing member of HLAI. The reporting persons are members of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock. /s/ Lydia Gavalis, attorney-in-fact 2018-09-19