| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HLNE | Class B Common Stock | Other | -$370 | -370K | -4.19% | $0.00 | 8.45M | Feb 12, 2025 | Direct | F1, F2, F3 |
| transaction | HLNE | Class B Common Stock | Other | -$140 | -140K | -2.03% | $0.00 | 6.76M | Feb 12, 2025 | See footnote | F2, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HLNE | Class B Units | Other | -$58.8M | -370K | -4.19% | $159.00 | 8.45M | Feb 12, 2025 | Class A Common Stock | 370K | Direct | F1, F3, F6 | |
| transaction | HLNE | Class B Units | Other | -$22.2M | -140K | -2.03% | $159.00 | 6.76M | Feb 12, 2025 | Class A Common Stock | 140K | See footnote | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | 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 of Hamilton Lane Advisors, L.L.C. ("HLA") 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")), the 2008 Sexton Des. Trust FBO Laura Sexton, the 2008 Sexton Des. Trust FBO Matthew Sexton, Edward Whittemore, Laurence Whittemore and Michael Schmertzler. At the Issuer's election, the exchanges were 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. |
| F3 | The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units. |
| F4 | HRHLA 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. Hartley Rogers is the manager of HRHLA, which in turn is the managing member of HLAI. |
| F5 | This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI. |
| 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. |
This Form is filed by (i) HLAI and (ii) 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.