SEC Form SC 13D/A filed by Hamilton Lane Incorporated (Amendment)

3/24/23 4:14:48 PM ET

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SC 13D/A 1 hlschedule13dmarch2023.htm SC 13D/A 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. 10)

			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)

			March 9, 2023
			(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


	(1)	Name of Reporting Person HLA Investments, LLC
	(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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 18,023,993
			(9)	Sole Dispositive Power 9,733,672
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 18,023,993
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 33.2%
	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person HRHLA, LLC
	(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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 18,023,993
			(9)	Sole Dispositive Power 7,300,667
			(10)	Shared Dispositive Power 2,563,005
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 18,023,993
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 33.2%
	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Hartley R. Rogers
	(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 18,023,993
			(9)	Sole Dispositive Power 7,311,170
			(10)	Shared Dispositive Power 2,563,005
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 18,023,993
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 33.2%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Hamilton Lane Advisors, Inc.
	(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 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) 6.3%
	(14)	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Mario L. Giannini
	(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 3,408,829
			(9)	Sole Dispositive Power 3,125,197
			(10)	Shared Dispositive Power 283,632
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 3,408,829
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 8.1%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Kyera Giannini
	(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 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) 0.7%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Nicole Giannini
	(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 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) 0.7%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person The 2008 Sexton Des. Trust FBO Laura Sexton
	(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 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) 0.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person The 2008 Sexton Des. Trust FBO Matthew Sexton
	(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 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) 0.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person O. Griffith Sexton
	(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 749,880
			(9)	Sole Dispositive Power 17,414
			(10)	Shared Dispositive Power 732,466
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 749,880
	(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), IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Oakville Number 2 Trust
	(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 Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 535,022
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 535,022
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 535,022
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 1.4%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Rysaffe Trust Company (C.I.) Limited
	(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 Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 535,022
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 535,022
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 535,022
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 1.4%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Edward B. Whittemore
	(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 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


	(1)	Name of Reporting Person Laurence F. Whittemore
	(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 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


	(1)	Name of Reporting Person Michael Schmertzler
	(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 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) 1.8%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Erik R. Hirsch
	(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 1,192,552
			(9)		Sole Dispositive Power 1,192,552
			(10)		Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,192,552
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 3.0%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Juan Delgado-Moreira
	(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 Spain
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,280,902
			(9)	Sole Dispositive Power 1,280,902
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,280,902
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 3.3%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Paul Yett
	(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 231,129
			(9)	Sole Dispositive Power 231,129
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 231,129
	(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


	(1)	Name of Reporting Person Kevin J. Lucey
	(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 216,426
			(9)	Sole Dispositive Power 216,426
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 216,426
	(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


	(1)	Name of Reporting Person Tara Devlin
	(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 221,850
			(9)	Sole Dispositive Power 221,850
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 221,850
	(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


	(1)	Name of Reporting Person Stephen R. Brennan
	(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 230,184
			(9)	Sole Dispositive Power 230,184
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 230,184
	(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


	(1)	Name of Reporting Person Andrea Anigati
	(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 449,930
			(9)	Sole Dispositive Power 449,930
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 449,930
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(13)	Percent of Class Represented by Amount in Row (11) 1.2%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No. 407497 106


	(1)	Name of Reporting Person Michael Kelly
	(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 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


(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 196,138
		(9)		Sole Dispositive Power 196,138
		(10)		Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 196,138
(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


	(1)	Name of Reporting Person David Helgerson
	(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 199,477
			(9)	Sole Dispositive Power 199,477
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 199,477
	(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


	(1)	Name of Reporting Person Michael Donohue
	(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 62,094
			(9)	Sole Dispositive Power 62,094
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 62,094
	(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. 10 to Schedule 13D (this “Amendment No. 10”) 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. 10:

(i) HLAI beneficially owns 18,023,993 shares of Class A common stock as holder of 9,328,657 Class B units and because it has voting control over an additional 8,695,336 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 18,023,993 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 18,023,993 shares of Class A common stock, which includes 7,300,667 shares as the managing member of HRHLA and 10,503 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 3,408,829 shares of Class A common stock, which includes 449,595 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 749,880 shares of Class A common stock, which includes 732,466 shares as sole trustee of the two Sexton family trusts and 17,414 shares of Class A common stock held directly. Barbara Sexton, Mr. Sexton’s wife and former co-trustee of the two Sexton family trusts, passed away in February 2023.

(xi) Oakville Trust directly owns 535,015 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.

(xii) Edward B. Whittemore beneficially owns 130,000 shares of Class A common stock as a result of his ownership interest in HLAI.

(xiii) Laurence F. Whittemore beneficially owns 156,880 shares of Class A common stock as a result of his ownership interest in HLAI.

SCHEDULE 13D/A

CUSIP No. 407497 106

(xiv) Michael Schmertzler beneficially owns 725,005 shares of Class A common stock as a result of his ownership interest in HLAI.

(xv) The Management Investors collectively beneficially own 1,540,700 shares of Class A common stock directly, an additional 160,160 shares of restricted Class A common stock subject to vesting, and 2,729,051 shares of Class A common stock as holders of 2,330,061 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 565 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)	Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation.

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		Managing Director Relationship Manager
Andrea Anigati		Co-Head of Fund Investments and Chief Operating Officer of Client Solutions
Stephen R. Brennan		Head of Private Wealth Solutions
Thomas Kerr		Head of Secondaries
David Helgerson		Managing Director Direct Equity Investments

(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 March 9, 2023 (the “March 2023 Offering”). In connection with the March 2023 Offering, Oakville Trust (the “Selling Stockholder”) sold 100,000 shares of Class A common stock, while the Issuer sold 571,737 shares of Class A common stock for $76.41 per share to BofA Securities, Inc. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholder. 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. 10 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 34% of the Issuer’s common stock as of March 6, 2023) agreed that, without the prior written consent of the underwriter for the March 2023 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	18,023,993	33.2	%
HRHLA	18,023,993	33.2	%
Hartley R. Rogers	18,023,993	33.2	%
HLA Inc.	2,579,104	6.3	%
Mario L. Giannini	3,408,829	8.1	%
Kyera Giannini	288,648	*
Nicole Giannini	288,648	*
O. Griffith Sexton	749,880	1.9	%
Laura Sexton Trust	366,233	*
Matthew Sexton Trust	366,233	*
Oakville Trust	535,022	1.4	%
Rysaffe	535,022	1.4	%
Edward B. Whittemore	130,000	*
Laurence F. Whittemore	156,880	*
Michael Schmertzler	725,005	1.8	%
Erik R. Hirsch	1,192,552	3.0	%
Juan Delgado-Moreira	1,280,902	3.3	%
Paul Yett	231,129	*
Kevin J. Lucey	216,426	*
Tara Devlin	221,850	*
Stephen R. Brennan	230,184	*
Andrea Anigati	449,930	1.2	%
Michael Kelly	100,000	*
Thomas Kerr	196,138	*
David Helgerson	199,477	*
Michael Donohue	62,094	*

SCHEDULE 13D/A

CUSIP No. 407497 106



Total for Group	17,202,098	33.3	%

* Less than 1%

(1) Based on the number of shares of Class A common stock (38,593,105) issued and outstanding as of March 24, 2023, 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.

The information set forth in Items 3 and 4 of this Amendment No. 10 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)

Shares of Class A Common Stock Withheld(4)

Hartley R. Rogers

–

1,468

Mario L. Giannini

500,000

–

Oakville Trust

–

100,000(5)

–

Jeffrey S. Meeker

39,237(6)

–

Erik R. Hirsch

–

13,898

3,134

Michael Donohue

–

1,020

451

Juan Delgado-Moreira

–

9,285

–

Paul Yett

–

726

346

Tara Devlin

–

2,664

1,189

Stephen R. Brennan

–

6,254

1,229

Andrea Anigati

–

5,559

1,107

Thomas Kerr

–

6,949

1,054

David Helgerson

–

1,699

434

(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 March 9, 2023 in connection with the March 2023 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $76.41.

(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 March 9, 2023 in connection with the March 2023 Offering. At the Issuer’s election, the exchange was settled in cash at a price of $76.41.

(3) Represents shares granted to the Reporting Person on March 14, 2023 pursuant to an award of restricted stock under the Issuer’s Amended and Restated 2017 Equity Incentive Plan. The awards are subject to a time-based vesting condition.

(4) Represents shares delivered to the Issuer on March 14, 2023 to satisfy withholding taxes due upon the vesting of previously granted restricted stock awards. The forfeiture price was $64.76.

(5) Represents Class A common shares sold on March 9, 2023 at a price of $76.41 in the March 2023 Offering. Rysaffe Trust Company (CI) Limited serves as trustee of the trust.

(6) Represents securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange.

(e) Item 5(e) of Schedule 13D is hereby amended and supplemented as follows:

The Stockholders Agreement terminated pursuant to its terms with respect to Jeffrey S. Meeker on March 9, 2023 due to the fact that Mr. Meeker ceased to beneficially own Class B units of HLA as of that date. As a result, Mr.

SCHEDULE 13D/A

CUSIP No. 407497 106

Meeker is no longer a Reporting Person hereunder. Other than with respect to Mr. Meeker, the Stockholders Agreement remains in full force and effect.

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: March 24, 2023


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.	The 2008 Sexton Des. Trust FBO Laura Sexton

	By:	/s/ Lauren Platko
	Name:	Lauren Platko
	Title:	Attorney-in-Fact

SCHEDULE 13D/A

CUSIP No. 407497 106



10.	The 2008 Sexton Des. Trust FBO Matthew Sexton

	By:	/s/ Lauren Platko
	Name:	Lauren Platko
	Title:	Attorney-in-Fact

11.	Oakville Number 2 Trust

	By:	/s/ Lauren Platko
	Name:	Lauren Platko
	Title:	Attorney-in-Fact

12.	Rysaffe Trust Company (C.I.) Limited

	By:	/s/ Lauren Platko
	Name:	Lauren Platko
	Title:	Attorney-in-Fact

13.	/s/ Lauren Platko, Attorney-in-Fact
	Edward B. Whittemore

14.	/s/ Lauren Platko, Attorney-in-Fact
	Laurence F. Whittemore

15.	/s/ Lauren Platko, Attorney-in-Fact
	Michael Schmertzler

16.	/s/ Lauren Platko, Attorney-in-Fact
	Erik R. Hirsch

17.	/s/ Lauren Platko, Attorney-in-Fact
	Kevin J. Lucey

18.	/s/ Lauren Platko, Attorney-in-Fact
	Juan Delgado-Moreira

SCHEDULE 13D/A

CUSIP No. 407497 106


19.			/s/ Lauren Platko, Attorney-in-Fact
			Paul Yett

20.			/s/ Lauren Platko, Attorney-in-Fact
			Tara Devlin

21.			/s/ Lauren Platko, Attorney-in-Fact
			Andrea Anigati

22.			/s/ Lauren Platko, Attorney-in-Fact
			Michael Kelly

23.			/s/ Lauren Platko, Attorney-in-Fact
			Stephen R. Brennan

24.			/s/ Lauren Platko, Attorney-in-Fact
			Thomas Kerr

25.			/s/ Lauren Platko, Attorney-in-Fact
			David Helgerson

26.			/s/ Lauren Platko, Attorney-in-Fact
			Michael Donohue

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Date	Price Target	Rating	Analyst
9/12/2024	$156.00	Equal Weight	Wells Fargo
4/11/2024	$115.00	Overweight → Neutral	JP Morgan
1/11/2024		Outperform → Perform	Oppenheimer
5/26/2023	$87.00	Perform → Outperform	Oppenheimer
3/15/2023	$85.00	Neutral → Overweight	JP Morgan
8/9/2022	$72.00 → $75.00	Buy → Neutral	UBS
1/21/2022	$120.00 → $111.00	Equal-Weight	Morgan Stanley
12/16/2021	$109.00	Equal-Weight	Wells Fargo

SEC Form SC 13D/A filed by Hamilton Lane Incorporated (Amendment)

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