0001433642-19-000063.txt : 20190515 0001433642-19-000063.hdr.sgml : 20190515 20190515072922 ACCESSION NUMBER: 0001433642-19-000063 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190515 DATE AS OF CHANGE: 20190515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated 11/25/2008 CENTRAL INDEX KEY: 0001698931 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38021 FILM NUMBER: 19825076 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 5 1 wf-form5_155791974739372.xml FORM 5 X0306 5 2019-03-31 1 0 0 0001433642 Hamilton Lane INC HLNE 0001698931 Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated 11/25/2008 C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD PA 19004 0 0 1 0 Class B Common Stock 2018-09-01 5 G 0 363760 0 D 0 D Class B Units 2018-09-01 5 G 0 363760 0 D Class A Common Stock 363760.0 0 I See footnote On the transaction date, all of the Issuer's securities beneficially owned by the Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated November 25, 2008 (the "Trust") were divided evenly among the Trust's beneficiaries such that 181,880 shares of Class B common stock and 181,880 Class B Units were transferred to each of Edward B. Whittemore and Laurence F. Whittemore to be held personally. 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. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") 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 of HLA do not have an expiration date. The securities reported were owned indirectly by the Trust through HLA Investments, LLC. Prior to the reported transaction, the Trust was a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock. /s/ Lydia Gavalis, attorney-in-fact 2019-05-15