Hamilton Lane INC — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2017-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Restricted Class A Common Stock	A	3353	—	Acquired	28863	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	13731	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: 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. The shares vest in four equal annual installments.

F2: Held on behalf of the reporting person 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.