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Hamilton Lane INC — Major Shareholding Notification 2021
Sep 17, 2021
30753_mrq_2021-09-17_3cadc27d-d428-4759-b76b-deb5d15a2dd6.zip
Major Shareholding Notification
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SC 13D/A 1 hlschedule13dseptember2021.htm SC 13D/A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva 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. 9) |
| 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 110 Washington Street, Suite 1300 Conshohocken, PA 19428 Telephone: (610) 934-2222 with a copy to: Matthew H. Meyers Faegre 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) |
| September 10, 2021 |
| (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
| (2) | Name of Reporting Person HLA Investments, LLC — 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 18,511,638 | |
| (9) | Sole Dispositive Power 9,963,672 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 18,511,638 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 34.7% | |
| (14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person HRHLA, LLC — 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 18,511,638 | |
| (9) | Sole Dispositive Power 7,300,667 | |
| (10) | Shared Dispositive Power 2,663,005 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 18,511,638 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 34.7% | |
| (14) | Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Hartley R. Rogers — 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 18,511,638 | |
| (9) | Sole Dispositive Power 7,315,439 | |
| (10) | Shared Dispositive Power 2,663,005 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 18,511,638 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 34.7% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Hamilton Lane Advisors, Inc. — 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 Pennsylvania | |
| 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) 6.5% | |
| (14) | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Mario L. Giannini — 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 3,908,829 | |
| (9) | Sole Dispositive Power 3,625,197 | |
| (10) | Shared Dispositive Power 283,632 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 3,908,829 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 9.5% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Kyera Giannini — 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 288,648 | |
| (9) | Sole Dispositive Power 288,648 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 288,648 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.8% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Nicole Giannini — 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 288,648 | |
| (9) | Sole Dispositive Power 288,648 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 288,648 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.8% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person The 2008 Sexton Des. Trust FBO Laura Sexton — 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 366,233 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 366,233 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 366,233 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 1.0% | |
| (14) | Type of Reporting Person (See Instructions) OO (Trust) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person The 2008 Sexton Des. Trust FBO Matthew Sexton — 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 366,233 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 366,233 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 366,233 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 1.0% | |
| (14) | Type of Reporting Person (See Instructions) OO (Trust) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person O. Griffith Sexton — 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 747,368 | |
| (9) | Sole Dispositive Power 14,902 | |
| (10) | Shared Dispositive Power 732,466 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 747,368 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 2.0% | |
| (14) | Type of Reporting Person (See Instructions) OO (Trustee), IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Barbara Sexton — 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 732,466 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 732,466 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 732,466 | |
| (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) OO (Trustee) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Oakville Number 2 Trust — 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 635,022 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 635,022 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 635,022 | |
| (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) OO (Trust) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Rysaffe Trust Company (C.I.) Limited — 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 635,022 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 635,022 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 635,022 | |
| (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) OO (Trustee) |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Edward B. Whittemore — 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 130,000 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 130,000 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 130,000 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.3% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Laurence F. Whittemore — 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 156,880 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 156,880 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 156,880 | |
| (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 |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Michael Schmertzler — 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 725,005 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 725,005 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 725,005 | |
| (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 |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Erik R. Hirsch — 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 1,174,431 | |
| (9) | Sole Dispositive Power 1,174,431 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,174,431 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 3.1% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Juan Delgado-Moreira — 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 Spain | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,249,369 | |
| (9) | Sole Dispositive Power 1,249,369 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,249,369 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 3.4% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Paul Yett — 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 230,438 | |
| (9) | Sole Dispositive Power 230,438 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 230,438 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.6% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Kevin J. Lucey — 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 232,465 | |
| (9) | Sole Dispositive Power 232,465 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 232,465 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.6% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Tara Devlin — 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 218,724 | |
| (9) | Sole Dispositive Power 218,724 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 218,724 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.6% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Stephen R. Brennan — 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 209,106 | |
| (9) | Sole Dispositive Power 209,106 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 209,106 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.6% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Andrea Anigati — 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 429,844 | |
| (9) | Sole Dispositive Power 429,844 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 429,844 | |
| (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 |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Michael Kelly — 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 100,000 | |
| (9) | Sole Dispositive Power 100,000 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.3% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Jeffrey S. Meeker — 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 39,237 | |
| (9) | Sole Dispositive Power 39,237 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 39,237 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.1% | |
| (14) | Type of Reporting Person (See Instructions) IN |
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 174,642 | |
| (9) | Sole Dispositive Power 174,642 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 174,642 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.5% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person David Helgerson — 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 197,265 | |
| (9) | Sole Dispositive Power 197,265 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 197,265 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.5% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
| (2) | Name of Reporting Person Michael Donohue — 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 60,278 | |
| (9) | Sole Dispositive Power 60,278 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 60,278 | |
| (12) | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.2% | |
| (14) | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13D/A
CUSIP No. 407497 106
Item 1. Security and Issuer
This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) 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 and supplemented to date, 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 1 of the Schedule 13D is hereby amended to reflect that the principal executive offices of the Issuer are located at 110 Washington Street, Suite 1300, Conshohocken, PA 19428.
Item 2. Identity and Background
Items 2(a), 2(b), 2(c) and 2(f) of the Schedule 13D are hereby amended and restated in their entirety:
(a) As of the date of this Amendment No. 9:
(i) HLAI beneficially owns 18,511,638 shares of Class A common stock as holder of 9,328,657 Class B units and because it has voting control over an additional 9,182,981 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 18,511,638 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 18,511,638 shares of Class A common stock, which includes 7,300,667 shares as the managing member of HRHLA and 14,772 shares held directly.
(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.’s principal business is to hold Class B units on behalf of Mario L. Giannini, its sole stockholder and director.
(v) Mario L. Giannini beneficially owns 3,908,829 shares of Class A common stock, which includes 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 96,498 shares of Class A common stock held directly.
(vi) Kyera Giannini beneficially owns 288,648 shares of Class A common stock as a result of her ownership interest in HLA.
(vii) Nicole Giannini beneficially owns 288,648 shares of Class A common stock as a result of her ownership interest in HLA.
(viii) The Laura Sexton Trust beneficially owns 366,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(ix) The Matthew Sexton Trust beneficially owns 366,233 shares of Class A common stock as a result of its ownership interest in HLAI.
(x) O. Griffith Sexton beneficially owns 747,368 shares of Class A common stock, which includes 732,466 shares as a trustee of the two Sexton family trusts and 14,902 shares of Class A common stock held directly.
(xi) Barbara Sexton beneficially owns 732,466 shares of Class A common stock as a trustee of the two Sexton family trusts.
(xii) Oakville Trust directly owns 635,015 shares of Class A common stock and beneficially owns an additional 7 shares of Class A common stock as a result of the Oakville Trust’s ownership interest in HLAI. Rysaffe, the trustee of Oakville Trust, beneficially owns all of such shares.
(xiii) Edward B. Whittemore beneficially owns 130,000 shares of Class A common stock as a result of his ownership interest in HLAI.
SCHEDULE 13D/A
CUSIP No. 407497 106
(xiv) Laurence F. Whittemore beneficially owns 156,880 shares of Class A common stock as a result of his ownership interest in HLAI.
(xv) Michael Schmertzler beneficially owns 725,005 shares of Class A common stock as a result of his ownership interest in HLAI.
(xvi) The Management Investors collectively beneficially own 1,459,769 shares of Class A common stock directly, an additional 87,742 shares of restricted Class A common stock subject to vesting, and 2,768,288 shares of Class A common stock as holders of 2,369,298 Class B units and 398,990 Class C 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. Devlin also disclaims beneficial ownership of 250 shares of Class A common stock owned by her son, who lives at her home.
(b) The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428.
| (c) | |
|---|---|
| Name | Principal Occupation (at Issuer) |
| Hartley R. Rogers | Chairman, Director |
| Mario L. Giannini | Chief Executive Officer, Director |
| Erik R. Hirsch | Vice Chairman, Director |
| Juan Delgado-Moreira | Vice Chairman |
| Michael Donohue | Controller |
| Paul Yett | Director of ESG & Sustainability |
| Tara Devlin | Relationship Manager Managing Director |
| Andrea Anigati | Head of Fund Investments |
| Stephen R. Brennan | Head of Wealth Management and Intermediary Solutions |
| Thomas Kerr | Head of Secondaries |
| David Helgerson | Direct Equity Investments Managing Director |
(f) Each natural person identified in this Item 2 is a citizen of the United States except for Mr. Delgado-Moreira, who is a citizen of Spain. Each entity identified in this Item 2 is organized under the laws of Delaware, other than Hamilton Lane Advisors, Inc., which is a Pennsylvania corporation, Oakville Trust and Rysaffe, which are governed by the laws of Guernsey, and the Sexton Trusts, which are New York trusts.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The Issuer conducted a registered offering of Class A common stock, which closed on September 10, 2021 (the “September 2021 Offering”). In connection with the September 2021 Offering, Hartley R. Rogers and Juan Delgado-Moreira (together, the “Selling Stockholders”) collectively sold 73,351 shares of Class A common stock, while the Issuer sold 877,400 shares of Class A common stock for $84.15 per share to Morgan Stanley & Co. LLC. 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. 9 is hereby incorporated by reference.
SCHEDULE 13D/A
CUSIP No. 407497 106
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 35% of the Issuer’s common stock as of September 3, 2021) agreed that, without the prior written consent of the underwriter for the September 2021 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 the Issuer’s common stock or any securities convertible into or exercisable or exchangeable for such 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 Issuer's 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 the Issuer’s common stock or any security convertible into or exercisable or exchangeable for such common stock for a period of 75 days after the date of the prospectus supplement related to the offering.
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 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 | 18,511,638 | 34.7 % |
| HRHLA | 18,511,638 | 34.7 % |
| Hartley R. Rogers | 18,511,638 | 34.7 % |
| HLA Inc. | 2,579,104 | 6.5 % |
| Mario L. Giannini | 3,908,829 | 9.5 % |
| Kyera Giannini | 288,648 | * |
| Nicole Giannini | 288,648 | * |
| O. Griffith Sexton | 747,368 | 2.0 % |
| Barbara Sexton | 732,466 | 1.9 % |
| Laura Sexton Trust | 366,233 | 1.0 % |
| Matthew Sexton Trust | 366,233 | 1.0 % |
| Oakville Trust | 635,022 | 1.7 % |
| Rysaffe | 635,022 | 1.7 % |
| Edward B. Whittemore | 130,000 | * |
| Laurence F. Whittemore | 156,880 | * |
| Michael Schmertzler | 725,005 | 1.9 % |
| Erik R. Hirsch | 1,174,431 | 3.1 % |
| Juan Delgado-Moreira | 1,249,369 | 3.4 % |
| Paul Yett | 230,438 | * |
| Kevin J. Lucey | 232,465 | * |
| Tara Devlin | 218,724 | * |
| Stephen R. Brennan | 209,106 | * |
| Andrea Anigati | 429,844 | 1.1 % |
| Michael Kelly | 100,000 | * |
| Jeffrey S. Meeker | 39,237 | * |
SCHEDULE 13D/A
CUSIP No. 407497 106
| Thomas Kerr | 174,642 | * |
|---|---|---|
| David Helgerson | 197,265 | * |
| Michael Donohue | 60,278 | * |
| Total for Group | 18,511,638 | 34.7 % |
- Less than 1%
(1) Based on the number of shares of Class A common stock (37,188,458) issued and outstanding as of September 17, 2021, 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.
(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. 9 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 during the last 60 days.
| Reporting Person | Number of Class B Units Exchanged (1) | Number of Class C Units Exchanged (2) | Shares of Class A Common Stock Sold | Shares of Class A Common Stock Granted (3) |
|---|---|---|---|---|
| Hartley R. Rogers | 488,400 (4) | – | 11,487 (5) | – |
| Laura Sexton Trust | 50,000 (6) | – | – | – |
| Matthew Sexton Trust | 50,000 (7) | – | – | – |
| O. Griffith Sexton | – | – | – | 2,044 |
| Edward B. Whittemore | 5,000 (8) | – | – | – |
| Michael Donohue | – | 5,000 (9) | – | – |
| Juan Delgado-Moreira | – | – | 61,864 (5) | – |
| Paul Yett | 75,000 (9) | – | – | – |
| Andrea Anigati | – | 25,000 (9) | – | – |
| Jeffrey S. Meeker | 22,477 (9) | 27,523 (9) | – | – |
| Stephen R. Brennan | – | 15,000 (9) | – | – |
| Tara Devlin | – | 35,000 (9) | – | – |
| HLAI | 593,400 (10) | – | – | – |
| HRHLA | 593,400 (10) | – | – | – |
(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 September 10, 2021 in connection with the September 2021 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $84.15.
(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 September 10, 2021 in connection with the September 2021 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $84.15.
(3) Represents shares granted to the Reporting Person on September 16, 2021 pursuant to an award of restricted stock under the Issuer’s 2017 Equity Incentive Plan, as amended. The awards are subject to a time-based vesting condition.
(4) 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.
(5) Represents Class A common shares sold on September 10, 2021 at a price of $84.15 in the September 2021 Offering.
SCHEDULE 13D/A
CUSIP No. 407497 106
(6) 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.
(7) 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.
(8) Represents securities owned indirectly by Edward B. Whittemore through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange.
(9) Represents securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange.
(10) See footnotes 4, 6, 7, and 8. As set forth in the Schedule 13D, HRHLA is the managing member of HLAI.
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. |
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: September 17, 2021
| 1. | HLA Investments, LLC | |
|---|---|---|
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 2. | HRHLA, LLC | |
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 3. | Hamilton Lane Advisors, Inc. | |
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 4. | /s/ Lauren Platko, Attorney-in-Fact | |
| Hartley R. Rogers | ||
| 5. | /s/ Lauren Platko, Attorney-in-Fact | |
| Mario L. Giannini | ||
| 6. | /s/ Lauren Platko, Attorney-in-Fact | |
| Kyera Giannini | ||
| 7. | /s/ Lauren Platko, Attorney-in-Fact | |
| Nicole Giannini | ||
| 8. | /s/ Lauren Platko, Attorney-in-Fact | |
| O. Griffith Sexton | ||
| 9. | /s/ Lauren Platko, Attorney-in-Fact | |
| Barbara Sexton |
SCHEDULE 13D/A
CUSIP No. 407497 106
| 10. | The 2008 Sexton Des. Trust FBO Laura Sexton | |
|---|---|---|
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 11. | The 2008 Sexton Des. Trust FBO Matthew Sexton | |
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 12. | Oakville Number 2 Trust | |
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 13. | Rysaffe Trust Company (C.I.) Limited | |
| By: | /s/ Lauren Platko | |
| Name: | Lauren Platko | |
| Title: | Attorney-in-Fact | |
| 14. | /s/ Lauren Platko, Attorney-in-Fact | |
| Edward B. Whittemore | ||
| 15. | /s/ Lauren Platko, Attorney-in-Fact | |
| Laurence F. Whittemore | ||
| 16. | /s/ Lauren Platko, Attorney-in-Fact | |
| Michael Schmertzler | ||
| 17. | /s/ Lauren Platko, Attorney-in-Fact | |
| Erik R. Hirsch | ||
| 18. | /s/ Lauren Platko, Attorney-in-Fact | |
| Kevin J. Lucey |
SCHEDULE 13D/A
CUSIP No. 407497 106
| 19. | /s/ Lauren Platko, Attorney-in-Fact |
|---|---|
| Juan Delgado-Moreira | |
| 20. | /s/ Lauren Platko, Attorney-in-Fact |
| Paul Yett | |
| 21. | /s/ Lauren Platko, Attorney-in-Fact |
| Tara Devlin | |
| 22. | /s/ Lauren Platko, Attorney-in-Fact |
| Andrea Anigati | |
| 23. | /s/ Lauren Platko, Attorney-in-Fact |
| Michael Kelly | |
| 24. | /s/ Lauren Platko, Attorney-in-Fact |
| Stephen R. Brennan | |
| 25. | /s/ Lauren Platko, Attorney-in-Fact |
| Jeffrey S. Meeker | |
| 26. | /s/ Lauren Platko, Attorney-in-Fact |
| Thomas Kerr | |
| 27. | /s/ Lauren Platko, Attorney-in-Fact |
| David Helgerson | |
| 28. | /s/ Lauren Platko, Attorney-in-Fact |
| Michael Donohue |