Hamilton Lane INC — Director's Dealing 2017

Nov 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2017-11-09

Reporting Person: SEXTON O GRIFFITH (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-09	Class A Common Stock	A	6254	—	Acquired	6254	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1191233	Indirect
Class B Common Stock	1191233	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (1191233.0)	1191233	Indirect
Class B Units	$		Class A Common Stock (1191233.0)	1191233	Indirect

Footnotes

F1: Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan in consideration of the reporting person's service on the board of directors of the Issuer. The shares vest one year from the transaction date.

F2: The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

F3: The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

F4: In the Reorganization, the voting interests of HLA held prior to the IPO were converted into Class B Units and the non-voting interests of HLA were converted into Class C Units. Pursuant to an Exchange Agreement entered into in connection with the Reorganization, the Class B Units and 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. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units and Class C Units of HLA do not have an expiration date.