Hamilton Lane INC — Director's Dealing 2017

Apr 3, 2017

SEC Form 4/A — Form 4/A

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2017-03-28

Reporting Person: Donohue Michael J. (Managing Director & Controller, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-28	Class A Common Stock	F	1559	$18.79	Disposed	17285	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Class A Common Stock	23750	Direct
Class B Common Stock	26819	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (26819.0)	26819	Indirect
Class C Units	$		Class A Common Stock (45330.0)	45330	Indirect

Footnotes

F1: Shares delivered to the issuer for the payment of witholding taxes due upon the vesting of restricted stock previously granted.

F2: Due to an administrative error, the number of shares of Class A common stock reported as delivered to the issuer for payment of witholding taxes in the original Form 4 filing on March 30, 2017 was underreported. This amendment is being filed solely to correct the affected line in Table I.

F3: Held on behalf of the reporting person by HL Management Investors, LLC.

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.