Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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HAMILTON LANE PRIVATE INFRASTRUCTURE FUND (Name of Issuer) |
Class Y Common Shares of Beneficial Interest (Title of Class of Securities) |
000000000 (CUSIP Number) |
Lydia Gavalis GC & S Hamilton Lane Advisors, L.L.C., 110 Washington Street, Suite 1300 Conshohocken, PA, 19428 (610) 934-2222 Ryan P. Brizek Simpson Thacher & Bartlett LLP, 900 G Street, N.W. Washington, DC, 20001 (202) 636-5806 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/08/2024 (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.
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
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Hamilton Lane Advisors, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,954,976.64 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
60.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Beneficial ownership reported herein is as of the date hereof. See Item 5. This Schedule 13D relates to the following classes of securities: Class Y common shares of beneficial interest (the "Class Y Common Shares"), Class I common shares of beneficial interest (the "Class I Common Shares") and the Class R common shares of beneficial interest (the "Class R Common Shares") of Hamilton Lane Private Infrastructure Fund (the "Issuer"). Hamilton Lane Advisors, L.L.C. has sole voting power and dispositive power with respect to 1,954,976.637 Class Y Common Shares, 87,874 Class I Common Shares and 87,874 Class R Common Shares representing 60.9% percent of Class Y Common Shares, 6.8% percent of Class I Common Shares and 100% percent of Class R Common Shares. Cover pages are limited to one class of security. The cover page of this Schedule 13D filing relates to the Class Y Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer as of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class Y Common Shares of Beneficial Interest | |
| (b) | Name of Issuer:
HAMILTON LANE PRIVATE INFRASTRUCTURE FUND | |
| (c) | Address of Issuer's Principal Executive Offices:
110 Washington Street, Suite 1300, Conshohocken,
PENNSYLVANIA
, 19428. | |
Item 1 Comment:
This Statement on Schedule 13D relates to Class Y Common Shares of Beneficial Interest ("Class Y Shares"), Class I Common Shares of Beneficial Interest ("Class I Shares") and Class R Common Shares of Beneficial Interest ("Class R Shares", and collectively with the Class Y Shares and Class I Shares, the "Common Shares"), of Hamilton Lane Private Infrastructure Fund, a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the "Issuer" or the "Company"). The Reporting Person (as defined below) was initially eligible to file a Schedule 13G under Rule 13d-1(d) of the Securities Exchange Act of 1934, as amended. On October 8, 2024, the Reporting Person acquired beneficial ownership of additional Common Shares (as defined below) which, when aggregated with other acquisitions in the prior twelve-month period, represented more than two percent of the outstanding Common Shares. Therefore, the Reporting Person is no longer eligible to file a Schedule 13G under Rule 13d-1(d) and is now filing this Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed on behalf of Hamilton Lane Advisors, L.L.C. ("HLA" or the "Reporting Person"), a Pennsylvania limited liability company with a principal business address of 110 Washington Street, Suite 1300, Conshohocken, Pennsylvania 19428. The principal business of HLA is providing alternative asset management services to investors worldwide. HLA, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, is the Issuer's registered investment adviser. | |
| (b) | See Item 2(a) above. | |
| (c) | See Item 2(a) above. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Item 2(a) above. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth under Items 2 and 5 of this Schedule 13D is incorporated herein by reference. Prior to June 30, 2024, HLA purchased 991,437.26 Class Y Common Shares. On July 1, 2024, HLA converted 87,874.00 Class Y Common Shares into an equal number of Class I Common Shares and converted 87,874.00 Class Y Common Shares into an equal number of Class R Common Shares. Subsequent to July 1, 2024, HLA beneficially owned 815,663.91 Class Y Common Shares. On September 27, 2024, HLA beneficially owned 815,663.91 Class Y Common Shares, 87,874.00 Class I Common Shares and 87,874.00 Class R Common Shares. On October 8, 2024, HLA purchased 470,553.381 Class Y Common Shares from the Issuer for an aggregate purchase price of approximately $5,700,000.00 representing a per share purchase price of $12.11. On December 31, 2024, HLA purchased 151,920.272 Class Y Common Shares from the Issuer for an aggregate purchase price of approximately $2,000,000.00 representing a per share purchase price of $13.16. On February 5, 2025, HLA purchased 516,839.073 Class Y Common Shares from the Issuer for an aggregate purchase price of approximately $6,800,000.00 representing a per share purchase price of $13.16. HLA acquired the securities reported herein for aggregate consideration of approximately $25,300,000.00. The funds used to acquire these securities were from the working capital of HLA. | ||
| Item 4. | Purpose of Transaction | |
The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. All of the securities reported herein as beneficially owned by HLA were acquired for investment purposes, subject to the following. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions and additional contributions by clients), the Reporting Person may from time to time acquire beneficial ownership of additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer. HLA is the Issuer's investment adviser and is a registered investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. As the Issuer's investment adviser, HLA is responsible for, among other things, managing the Issuer's day-to-day investment operations, all subject to oversight by the Issuer's Board. Employees of HLA or one of its affiliates, are directors of the Issuer and/or serve on the Issuer's investment committee. In such capacities, these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. When permitted by applicable law, the Reporting Person may dispose of some or all of their Common Shares, from time to time, by tendering such Common Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Person, its review of any applicable managed accounts, general stock market and economic conditions, tax considerations and other factors deemed relevant. Except as described herein, the Reporting Person currently has no other plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of trustees of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. On October 8, 2024, HLA directly held 1,286,217.292 Class Y Common Shares, 87,874 Class I Common Shares and 87,874 Class R Common Shares representing 57.5% percent of Class Y Common Shares, 100% percent of Class I Common Shares and 100% percent of Class R Common Shares. As of the date hereof, HLA directly holds 1,954,976.637 Class Y Common Shares, 87,874 Class I Common Shares and 87,874 Class R Common Shares representing 60.9% percent of Class Y Common Shares, 100% percent of Class I Common Shares and 100% percent of Class R Common Shares. Calculation of the percentage of the Common Shares beneficially owned is based on 3,209,437.970 Class Y Shares, 1,288,024.322 Class I Shares and 87,874 Class R Shares outstanding as of the date hereof, as disclosed by the Issuer to the Reporting Person. | |
| (b) | See Item 5(a) above. | |
| (c) | Information set forth under Item 3 of this Schedule 13D is incorporated by reference herein. Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in the Common Shares in the past 60 days. | |
| (d) | To the knowledge of the Reporting Person, no one other than the Reporting Person, or the partners, members, affiliates or shareholders of the Reporting Person or clients of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6. Except for the matters described herein, the Reporting Person has no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Person or between the Reporting Person and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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