UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
HAMILTON LANE PRIVATE ASSETS FUND
(Name of Subject Company (Issuer))
HAMILTON LANE PRIVATE ASSETS FUND
(Name of Filing Person(s) (Issuer))
CLASS R AND CLASS I SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
407498104 AND 407498203
(CUSIP Number of Class of Securities)
Frederick W. Shaw
Hamilton Lane Advisors, L.L.C.
110 Washington St, Ste. 1300
Conshohocken, PA 19428
(Name and Address of Agent for Service)
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
June 29, 2021
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| Transaction Valuation: | $8,309,000 (approximately 5% of 4/30 NAV) (a) | Amount of Filing Fee: | $906.51 (b) |
(a) Calculated as the aggregate maximum value of Shares being purchased.
(b) Calculated at $109.10 per $1,000,000 of the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: | $906.51 |
| Form or Registration No.: | SC TO-I |
| Filing Party: | Hamilton Lane Private Assets Fund |
| Date Filed: | June 29, 2021 |
| [ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| [ ] | third-party tender offer subject to Rule 14d-1. |
| [X] | issuer tender offer subject to Rule 13e-4. |
| [ ] | going-private transaction subject to Rule 13e-3. |
| [ ] | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on June 29, 2021 by Hamilton Lane Private Assets Fund (the "Fund") in connection with an offer (the "Offer") by the Fund to repurchase shares of beneficial interest in the Fund ("Shares”) in an aggregate amount up to $8,309,000 on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits 99.B and 99.C to the Statement on June 29, 2021.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Holders of Shares in the Fund ("Shareholders") that desired to tender Shares, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on July 28, 2021.
2. Valuation Date of the Shares tendered pursuant to the Offer was September 30, 2021.
3. No Shares were tendered prior to the expiration of the Offer, and therefore, no Shares were accepted for purchase by the Fund in accordance with the terms of the Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
HAMILTON LANE PRIVATE ASSETS FUND
| By: | /s/ Adam B. Shane |
Name: Adam B. Shane
Title: Secretary
December 23, 2021
