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