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: Giannini Mario L (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-28	Class A Common Stock	F	20826	$18.79	Disposed	44019	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Class A Common Stock	83142	Direct
Class B Common Stock	3228103	Direct
Class B Common Stock	3527303	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (3228103.0)	3228103	Direct
Class B Units	$		Class A Common Stock (3527303.0)	3527303	Indirect

Footnotes

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

F2: Represents: 2,579,104 securities owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini; 283,632 securities owned directly by HLA Investments, LLC; and 664,567 securities held on behalf of Mr. Giannini by HL Management Investors, LLC.

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.