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: Anigati Andrea (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Restricted Class A Common Stock	A	7823	—	Acquired	38834	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17913	Direct
Class B Common Stock	135970	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (135970.0)	135970	Indirect
Class C Units	$		Class A Common Stock (408817.0)	408817	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: 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: Held on behalf of the reporting person by HL Management Investors, LLC.

F4: 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.