0001433642-18-000024.txt : 20180323 0001433642-18-000024.hdr.sgml : 20180323 20180323161044 ACCESSION NUMBER: 0001433642-18-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO LAURA SEXTON GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO MATTHEW SEXTON GROUP MEMBERS: ANDREA ANIGATI GROUP MEMBERS: BARBARA SEXTON GROUP MEMBERS: DAVID HELGERSON GROUP MEMBERS: EDWARD B. WHITTEMORE GROUP MEMBERS: ERIK R. HIRSCH GROUP MEMBERS: HAMILTON LANE ADVISORS, INC. GROUP MEMBERS: HARTLEY R. ROGERS GROUP MEMBERS: HLA INVESTMENTS, LLC GROUP MEMBERS: HRHLA, LLC GROUP MEMBERS: INITIAL TRUST UNDER THE FREDERICK B. WHITTEMORE 2008 CHILDREN'S TRUST AGREEMENT DATED NOVEMBER 25, 2008 GROUP MEMBERS: JEFFREY S. MEEKER GROUP MEMBERS: JOSEPH G. MANIACI GROUP MEMBERS: JUAN DELGADO-MOREIRA GROUP MEMBERS: KEVIN J. LUCEY GROUP MEMBERS: LAURENCE F. WHITTEMORE GROUP MEMBERS: MARIO GIANNINI 2008 ANNUITY TRUST GROUP MEMBERS: MARIO L. GIANNINI GROUP MEMBERS: MICHAEL DONOHUE GROUP MEMBERS: MICHAEL KELLY GROUP MEMBERS: MICHAEL SCHMERTZLER GROUP MEMBERS: O. GRIFFITH SEXTON GROUP MEMBERS: OAKVILLE NUMBER TWO TRUST GROUP MEMBERS: PAUL YETT GROUP MEMBERS: RANDY STILMAN GROUP MEMBERS: RYSAFFE TRUST CO (C.I.) LTD GROUP MEMBERS: STEPHEN R. BRENNAN GROUP MEMBERS: TARA BLACKBURN GROUP MEMBERS: THOMAS KERR SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89904 FILM NUMBER: 18710210 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 FILED BY: 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 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 schedule13da2018.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. 1)
 
 
 
 
 
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:
 
H. John Michel, Jr.
Kimberly K. Rubel
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)
 
 
 
 
 
March 5, 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
32,521,053
(9)
Sole Dispositive Power
15,538,333
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
32,521,053
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
62.0%
 
(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
32,521,053
(9)
Sole Dispositive Power
11,356,448
(10)
Shared Dispositive Power
4,181,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
32,521,053
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
62.0%
 
(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
32,521,053
(9)
Sole Dispositive Power
11,531,657
(10)
Shared Dispositive Power
4,181,885
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
32,521,053
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
62.0%
 
(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
Delaware
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)
10.0%
 
(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
5,939,415
(9)
Sole Dispositive Power
5,655,783

(10)
Shared Dispositive Power
283,632
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
5,939,415
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
20.5%
 
(14)
Type of Reporting Person (See Instructions)
IN


6
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Mario Giannini 2008 Annuity 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
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
977,296
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
977,296
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
977,296
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.0%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trust)



7
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Joseph G. Maniaci
 
(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
977,296
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
977,296
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
977,296
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.0%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)



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)
3.0%
 
(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)
3.0%
 
(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
1,438,720
(9)
Sole Dispositive Power
6,254
(10)
Shared Dispositive Power
1,432,466
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,438,720
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
5.9%
 
(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)
5.8%
 
(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
1,000,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
1,000,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,022
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.3%
 
(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
1,000,022
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
1,000,022
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,022
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.3%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)




14
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008
 
(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
363,760
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
363,760
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
363,760
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.6%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trust)




15
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
363,760
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
363,760
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
363,760
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.6%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)



16
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
363,760
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
363,760
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
363,760
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.6%
 
(14)
Type of Reporting Person (See Instructions)
OO (Trustee)



17
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
1,102,005
(9)
Sole Dispositive Power
0
(10)
Shared Dispositive Power
1,102,005
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,102,005
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.5%
 
(14)
Type of Reporting Person (See Instructions)
IN



18
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
2,976,691
(9)
Sole Dispositive Power
2,976,691
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,976,691
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
11.4%
 
(14)
Type of Reporting Person (See Instructions)
IN
 


19
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
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
1,417,620
(9)
Sole Dispositive Power
1,417,620
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,620
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
6.1%
 
(14)
Type of Reporting Person (See Instructions)
IN




20
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
1,010,345
(9)
Sole Dispositive Power
1,010,345
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,010,345
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
4.2%
 
(14)
Type of Reporting Person (See Instructions)
IN


21
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
865,234

(9)
Sole Dispositive Power
865,234
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
865,234
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
3.6%
 
(14)
Type of Reporting Person (See Instructions)
IN



22
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
889,666
(9)
Sole Dispositive Power
889,666
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
889,666
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
3.7%
 
(14)
Type of Reporting Person (See Instructions)
IN



23
SCHEDULE 13D/A
CUSIP No. 407497 106

 
(1)
Name of Reporting Person
Tara Blackburn
 
(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
451,462

(9)
Sole Dispositive Power
451,462
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
451,212
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.9%
 
(14)
Type of Reporting Person (See Instructions)
IN



24
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
372,741

(9)
Sole Dispositive Power
372,741
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
372,741
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.6%
 
(14)
Type of Reporting Person (See Instructions)
IN



25
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
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
Sole Voting Power
0
(8)
Shared Voting Power
601,929

(9)
Sole Dispositive Power
601,929
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
601,929
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
2.5%
 
(14)
Type of Reporting Person (See Instructions)
IN



26
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
399,619

(9)
Sole Dispositive Power
399,619
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
399,619
 
(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
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)
1.9%
 
(14)
Type of Reporting Person (See Instructions)
IN



28
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
403,940

(9)
Sole Dispositive Power
403,940
(10)
Shared Dispositive Power
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
403,940
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
(13)
Percent of Class Represented by Amount in Row (11)
1.7%
(14)
Type of Reporting Person (See Instructions)
IN


29
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
252,630

(9)
Sole Dispositive Power
252,630
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
252,630
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
1.1%
 
(14)
Type of Reporting Person (See Instructions)
IN



30
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
87,055

(9)
Sole Dispositive Power
87,055
(10)
Shared Dispositive Power
0
 
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
87,055
 
(12)
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
 
(13)
Percent of Class Represented by Amount in Row (11)
0.4%
 
(14)
Type of Reporting Person (See Instructions)
IN



31
SCHEDULE 13D/A
CUSIP No. 407497 106

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

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

(a)As of the date of this Amendment:
(i)
HLAI beneficially owns 32,521,053 shares of Class A common stock as holder of 14,538,318 Class B units and because it has voting control over an additional 17,982,735 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 32,521,053 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 32,521,053 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 5,939,415 shares of Class A common stock, which includes 2,949,595 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 127,084 shares of Class A common stock held directly.
(vi)
The Giannini Trust and Joseph G. Maniaci, as trustee, beneficially own 977,296 shares of Class A common stock as a result of the Giannini Trust’s ownership interest in HLA.
(vii)
The Laura Sexton Trust beneficially owns 716,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(viii)
The Matthew Sexton Trust beneficially owns 716,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(ix)
O. Griffith Sexton beneficially owns 1,438,720 shares of Class A common stock, which includes 1,432,466 shares as a trustee of the two Sexton family trusts and 6,254 shares of Class A common stock held directly.
(x)
Barbara Sexton beneficially owns 1,432,466 shares of Class A common stock as a trustee of the two Sexton family trusts.
(xi)
Oakville Trust and Rysaffe, its trustee, directly own 1,000,015 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.
(xii)
The Whittemore Trust and Edward B. Whittemore and Laurence F. Whittemore, its trustees, beneficially own 363,760 shares of Class A common stock as a result of the Whittemore Trust’s ownership interest in HLAI.
(xiii)
Michael Schmertzler beneficially owns 1,102,005 shares of Class A common stock as a result of his ownership interest in HLAI.
(xiv)
The Management Investors collectively beneficially own 1,626,039 shares of Class A common stock directly, an additional 312,489 shares of restricted Class A common stock subject to vesting, and 8,235,904 shares of Class A common stock as holders of 4,130,179 Class B units and 4,105,725 Class C

32
SCHEDULE 13D/A
CUSIP No. 407497 106

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. Blackburn also disclaims beneficial ownership of the 250 shares of Class A common stock owned by her son, who lives at her home.
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Certain of the Reporting Persons participated as selling stockholders in a registered offering of Class A common stock of the Issuer, which closed on March 5, 2018 (the “2018 Offering”). In connection with the 2018 Offering, Mr. Delgado-Moreira and Oakville Trust (together, the “Selling Stockholders”) collectively sold 696,315 shares of Class A common stock, while the Issuer sold 3,834,686 shares of Class A common stock. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholders. The proceeds from the Issuer's sale of shares of Class A common stock were used to settle in cash exchanges of Class B units (along with payment of the par value of a corresponding number of redeemed shares of Class B common stock) and Class C units of HLA by certain of the Reporting Persons. The redeemed shares of Class B common stock were cancelled.

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

Item 3 to this Amendment No. 1 is hereby incorporated by reference.

Pursuant to lock-up agreements, the Issuer, HLA, all of the Issuer's directors and executive officers and certain of the Reporting Persons (collectively owning approximately 71% of the Issuer's common stock as of February 26, 2018) agreed that, without the prior written consent of the underwriters for the 2018 Offering, they will not, subject to specified exceptions, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (including without limitation, common stock or such other securities which may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock for a period of 90 days after the date of the prospectus. 

Item 5. Interest in Securities of the Issuer 

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
32,521,053

62.0
%
HRHLA
32,521,053

62.0
%
Hartley R. Rogers
32,521,053

62.0
%

33
SCHEDULE 13D/A
CUSIP No. 407497 106

HLA Inc.
2,579,104

10.0
%
Mario L. Giannini
5,939,415

20.5
%
Mario Giannini 2008 Annuity Trust
977,296

4.1
%
Joseph G. Maniaci
977,296

4.1
%
O. Griffith Sexton
1,438,720

5.9
%
Barbara Sexton
1,432,466

5.8
%
Laura Sexton Trust
716,233

3.0
%
Matthew Sexton Trust
716,233

3.0
%
Oakville Trust
1,000,022

4.3
%
Rysaffe
1,000,022

4.3
%
Whittemore Trust
363,760

1.6
%
Edward B. Whittemore
363,760

1.6
%
Laurence F. Whittemore
363,760

1.6
%
Michael Schmertzler
1,102,005

4.5
%
Erik R. Hirsch
2,976,691

11.5
%
Juan Delgado-Moreira
1,417,620

6.1
%
Paul Yett
1,010,345

4.2
%
Randy Stilman
865,234

3.6
%
Kevin J. Lucey
889,666

3.7
%
Tara Blackburn
451,462

1.9
%
Stephen R. Brennan
372,741

1.6
%
Andrea Anigati
601,929

2.5
%
Michael Kelly
399,619

1.7
%
Jeffrey S. Meeker
445,500

1.9
%
Thomas Kerr
403,940

1.7
%
David Helgerson
252,630

1.1
%
Michael Donohue
87,055

0.4
%
 
 
 
Total for Group
32,521,053

62.0
%
 
*
Less than 1%
(1)
Based on the number of shares of Class A common stock (23,147,403) issued and outstanding as of March 23, 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. On March 14, 2018, the Issuer awarded 185,862 shares of restricted Class A common stock to employees as part of its ordinary course annual equity grant cycle, including a total of 95,681 shares of restricted Class A common stock to employee Reporting Persons, which are reflected in this report.

(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. 1 is hereby incorporated herein by reference.

The following table sets forth the transactions by the Reporting Persons involving the beneficial ownership of Class A Common stock that were effected since January 22, 2018.

Reporting Person
Number of Class B Units Exchanged(1)
Number of Class C Units Exchanged(2)
Shares of Class A Common Stock Granted(3)
Shares of Class A Common Stock Withheld(4)
Shares of Class A Common Stock Sold(5)
Hartley R. Rogers
285,715(6)
 
18,388
26,294
 
Mario L. Giannini
943,075(7)
 
 
19,770
 
Laura Sexton Trust
475,000(8)
 
 
 
 

34
SCHEDULE 13D/A
CUSIP No. 407497 106

Matthew Sexton Trust
475,000(9)
 
 
 
 
Oakville Trust
 
 
 
 
250,000(10)
Whittemore Trust
19,145(11)
 
 
 
 
Erik R. Hirsch
 
504,667(12)
15,761
17,054
 
Juan Delgado-Moreira
 
 
12,478
 
446,315
Paul Yett
 
300,000(12)
1,236
1,504
 
Randy Stilman
 
226,914(12)
4,269
3,001
 
Kevin J. Lucey
 
126,154(12)
11,821
11,933
 
Tara Blackburn
 
180,000(12)
5,911
823
 
Stephen R. Brennan
 
36,819(12)
7,224
5,920
 
Andrea Anigati
 
 
5,090
4,695
 
Michael Kelly
 
67,851(12)
 
1,973
 
Jeffrey S. Meeker
 
 
4,433
2,717
 
Thomas Kerr
 
10,000(12)
5,582
4,515
 
David Helgerson
 
 
2,128
2,485
 
Michael Donohue
 
12,626(12)
1,360
1,132
 
HLAI
2,197,935(13)
 
 
 
 
HRHLA
2,197,935(13)
 
 
 
 

(1)
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. The column below represents Class B Units exchanged on March 5, 2018 in connection with the 2018 Offering. At the Issuer's election, the exchange was settled in cash at a price of $32.79.
(2)
Pursuant to the Exchange Agreement, the Class C 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. The column below represents Class C Units exchanged on March 5, 2018 in connection with the 2018 Offering. At the Issuer's election, the exchange was settled in cash at a price of $32.79.
(3)
Represents shares issued to the Reporting Person pursuant to an award of restricted stock under the Issuer's 2017 Equity Plan, as amended. The awards are subject to a time-based vesting condition.
(4)
Represents shares delivered to the Issuer on March 14, 2018 to satisfy withholding taxes due upon the vesting of previously granted restricted stock awards. The forfeiture price was $38.07.
(5)
Represents Class A common shares sold by the Selling Stockholders on March 5, 2018 at a price of $34.25 in connection with the 2018 Offering.
(6)
These securities were owned indirectly by Mr. Rogers through HLAI. Mr. Rogers is the manager of HRHLA, LLC, the managing member of HLAI. HLAI distributed the HLA units to Mr. Rogers in order to facilitate the exchange.
(7)
Represents 278,508 securities that were owned directly by Mr. Giannini and 664,567 securities that were owned indirectly through HLMI. HLMI distributed the indirectly held HLA units to Mr. Giannini in order to facilitate the exchange.
(8)
Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
(9)
Represents securities owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.
(10)
Represents securities held directly by the Oakville Trust. Rysaffe Trust Company (CI) Limited serves as trustee of the trust.
(11)
Represents securities owned indirectly by the Whittemore Trust through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Messrs. Whittemore serve as trustees of the trust.
(12)
Represents shares held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange.
(13)
See footnotes 6, 7, 8, 9, and 11. As set forth in the Schedule 13D, HRHLA is the managing member of HLAI.
 

35
SCHEDULE 13D/A
CUSIP No. 407497 106

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of Schedule 13D is hereby amended and and supplemented as follows:

In connection with the 2018 Offering, the Issuer, HLA, all of the Issuer's directors and executive officers and certain of the Reporting Persons (collectively owning approximately 71% of the Issuer's common stock) have entered into lock-up agreements as described in Item 4. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the form of lock-up agreement attached hereto as Exhibit 2.
 

36
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.
2.    
Form of Lock-Up Agreement.
3.    
Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of February 26, 2018, by and among Hamilton Lane Advisors, L.L.C. and its members (incorporated by reference to Exhibit 10.2 to the Issuer's Form S-1 filed with the SEC on February 26, 2018).
4.    
Amendment No. 1 to the Exchange Agreement, dated as of February 6, 2018, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and each of the other persons and entities party thereto (incorporated by reference to Exhibit 10.3 to the Issuer's Form 10-Q filed with the SEC on February 9, 2018).

 


37
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: March 23, 2018
1.
HLA Investments, LLC
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
2.
HRHLA, LLC
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
3.
Hamilton Lane Advisors, Inc.
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
4.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Hartley R. Rogers
 
 
 
5.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Mario L. Giannini
 
 
 
6.
Mario Giannini 2008 Annuity Trust
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
7.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Joseph G. Maniaci
 
 
 
8.
/s/ Lydia Gavalis, Attorney-in-Fact
 
O. Griffith Sexton
 
 
9.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Barbara Sexton

SCHEDULE 13D/A
CUSIP No. 407497 106

 
 
 
10.
The 2008 Sexton Des. Trust FBO Laura Sexton
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
11.
The 2008 Sexton Des. Trust FBO Matthew Sexton
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
12.
Oakville Number Two Trust
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
13.
Rysaffe Trust Company (C.I.) Limited
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
14.
 The Initial Trust under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008
 
 
 
 
By:
/s/ Lydia Gavalis
 
Name:
Lydia Gavalis
 
Title:
Attorney-in-Fact
 
 
 
15.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Edward B. Whittemore
 
 
16.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Laurence F. Whittemore
 
 
17.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Michael Schmertzler
 
 

SCHEDULE 13D/A
CUSIP No. 407497 106

18.
/s/ Lydia Gavalis, Attorney-in-Fact
Erik R. Hirsch
 
 
19.
/s/ Lydia Gavalis, Attorney-in-Fact
Kevin J. Lucey
 
 
20.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Juan Delgado-Moreira
 
 
21.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Randy Stilman
 
 
22.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Paul Yett
 
 
23.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Tara Blackburn
 
 
24.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Andrea Anigati
 
 
25.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Michael Kelly
 
 
26.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Stephen R. Brennan
 
 
27.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Jeffrey S. Meeker
 
 
28.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Thomas Kerr
 
 
29.
/s/ Lydia Gavalis, Attorney-in-Fact
 
David Helgerson
 
 
30.
/s/ Lydia Gavalis, Attorney-in-Fact
 
Michael Donohue






 EX-1 2 ex13232018.htm EXHIBIT 1 Exhibit


JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments and attachments thereto) with respect to the Class A common stock, par value $0.001 per share, of Hamilton Lane Incorporated, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of March 23, 2018.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Signature Page to Joint Filing Agreement


IN WITNESS WHEREOF, the undersigned hereby executed this Joint Filing Agreement as of March 23, 2018.

HLA Investments, LLC
By:
/s/ Lydia Gavalis
Name:
Lydia Gavalis
Title:
Attorney-in-Fact
 
 
HRHLA, LLC
 
 
By:
/s/ Lydia Gavalis
Name:
Lydia Gavalis
Title:
Attorney-in-Fact
 
 
Hamilton Lane Advisors, Inc.
 
 
By:
/s/ Lydia Gavalis
Name:
Lydia Gavalis
Title:
Attorney-in-Fact
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Hartley R. Rogers
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Mario L. Giannini
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Erik R. Hirsch
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Kevin J. Lucey
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Juan Delgado-Moreira
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Randy Stilman
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Paul Yett
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Tara Blackburn
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Andrea Angiati
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Michael Kelly
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Steve Brennan
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Jeffrey Meeker
 
 
 
 

Signature Page to Joint Filing Agreement


/s/ Lydia Gavalis, Attorney-in-Fact
Thomas Kerr
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
David Helgerson
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Mario Giannini 2008 Annuity Trust
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Joseph G. Maniaci
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Oakville Number Two Trust
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Rysaffe Trustee Co (C.I.) Ltd.
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
O. Griffith Sexton
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
The 2008 Sexton Des. Trust FBO Laura Sexton
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
The 2008 Sexton Des. Trust FBO Matthew Sexton
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Barbara Sexton
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
The Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Edward B. Whittemore
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Laurence Whittemore
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Michael Schmertzler
 
 
/s/ Lydia Gavalis, Attorney-in-Fact
Michael Donohue
 

Signature Page to Joint Filing Agreement
 EX-2 3 ex23232018.htm EXHIBIT 2 Exhibit


Lock-Up Agreement
_______, 2018
J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC

As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Re:    Hamilton Lane Incorporated --- Public Offering
Ladies and Gentlemen:
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hamilton Lane Incorporated, a Delaware corporation (the “Company”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company.
In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the


    



“Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) the Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement,
(B)  transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering,
(C) transfers of shares of Common Stock as a bona fide gift or gifts,
(D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution,
(E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned,
(F) any transfer from a trust described in clause (E) above to the undersigned,
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options or the lapse of vesting restrictions; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock and such vested shares of Common Stock will be subject to the restrictions described in this letter agreement,
(H) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender

2
    



offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company),
(I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period,
(J) distributions of shares of Common Stock to members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned, and
(K) transfers of Common Stock or such other securities to the Company or any of its affiliates as permitted under the Exchange Agreement;
provided that in the case of any transfer or distribution pursuant to clause (B) through (J), each recipient, transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) through (K), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of the Securities in the Public Offering, (y) an increase in shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held by the undersigned, in each case, as required by applicable law or (z) the forfeiture of shares to the Company for purposes of satisfying withholding taxes pursuant to clause (G) above, or (ii) a Form 5, Schedule 13D or Schedule 13G, in each case, in accordance with applicable law, and made after the expiration of the Restricted Period referred to above).
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

3
    



The undersigned understands that, if the Underwriting Agreement does not become effective by April 30, 2018, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
[Signature page follows]


4
    



This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
Very truly yours,

IF AN INDIVIDUAL:
 
IF AN ENTITY:
 
By:
 
 
 
 
 
 
 
 (duly authorized signature)
 
(please print complete name of entity)
 
Name:
 
 
By:
 
 
 
 
 (please print full name)
 
 
 (duly authorized signature)
 
 
 
 
 
 
 
 
 
 
 
Name:
 (please print full name)
 
 
 
 
 
 
 
Address:
 
 
Address:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Email:
 
 
Email:
 
 






[Signature Page to Lock-Up Agreement]