Hamilton Lane INC — Director's Dealing 2017

Mar 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Hirsch Erik R. (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-28	Class A Common Stock	F	15407	$18.79	Disposed	34704	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Class A Common Stock	90749	Direct
Class B Common Stock	1417861	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (1417861.0)	1417861	Indirect
Class C Units	$		Class A Common Stock (1946587.0)	1946587	Indirect

Footnotes

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

F2: In the reorganization(the "Reorganization") of Hamilton Lane Advisors, L.L.C. ("HLA") in connection with the Issuer's initial public offering (the "IPO"), shares of the Class B common stock of the Issuer, par value $0.001 per share, were issued and sold at par value to certain persons who held voting interests in HLA prior to the Reorganization. The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote.

F3: 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.

F4: Held on behalf of the reporting person by HL Management Investors, LLC.