Co-Chief Executive Officer Hirsch Erik R. was granted 36,001 shares and covered exercise/tax liability with 3,386 shares, increasing direct ownership by 37% to 120,275 units (SEC Form 4)
$HLNE
Investment Managers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Hamilton Lane INC [ HLNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/14/2025 | A(1) | 36,001 | A | $0 | 123,661 | D | |||
| Class A Common Stock | 03/14/2025 | F(2) | 3,386 | D | $139.01 | 120,275 | D | |||
| Class B Common Stock | 1,109,781(3) | D | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock | (4) | (4) | (4) | Class A Common Stock | 544,000 | 544,000 | D | ||||||||
| Class B Units | (5) | (5) | (5) | Class A Common Stock | 1,109,781 | 1,109,781 | I | See footnote(6) | |||||||
| Explanation of Responses: |
| 1. Shares issued to the reporting person pursuant to awards of restricted stock under the Issuer's 2017 Equity Incentive Plan. The awards included 6,001 shares as part of the Issuer's 2025 annual bonus program and 30,000 shares as part of a previously announced annual share award to the reporting person. The shares vest in four equal annual installments. |
| 2. Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards. |
| 3. 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. |
| 4. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031. |
| 5. 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 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. |
| 6. Held on behalf of the reporting person by HL Management Investors, LLC. |
| Remarks: |
| In addition to serving as an officer and director of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock. |
| /s/ Lauren Platko, attorney-in-fact | 03/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||