4//SEC Filing
Rogers Hartley R. 4
Accession 0001433642-21-000129
CIK 0001433642other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 4:32 PM ET
Size
14.6 KB
Accession
0001433642-21-000129
Insider Transaction Report
Form 4
Rogers Hartley R.
DirectorExecutive Co-Chairman10% Owner
Transactions
- Gift
Class B Common Stock
2021-09-06−250,000→ 7,539,067 total(indirect: See footnote) - Sale
Class A Common Stock
2021-09-10$84.15/sh−11,487$966,631→ 14,772 total - Other
Class B Units
2021-09-10$84.15/sh−238,400$20,061,360→ 7,300,667 total(indirect: See footnote)→ Class A Common Stock (238,400 underlying) - Other
Class B Common Stock
2021-09-10$0.00/sh−238,400$238→ 7,300,667 total(indirect: See footnote) - Gift
Class B Units
2021-09-06−250,000→ 7,539,067 total(indirect: See footnote)→ Class A Common Stock (250,000 underlying)
Footnotes (6)
- [F1]Mr. Rogers gifted Class B Units to a charitable entity on September 6, 2021, which subsequently exchanged such Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.
- [F2]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. These securities are owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC ("HRHLA"), the managing member of HLAI.
- [F3]These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.
- [F4]The reporting person 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.
- [F5]Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 7, 2021.
- [F6]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.
Documents
Issuer
Hamilton Lane INC
CIK 0001433642
Entity typeother
Related Parties
1- filerCIK 0001577084
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 4:32 PM ET
- Size
- 14.6 KB