Hamilton Lane INC — Director's Dealing 2017

Mar 8, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2017-03-06

Reporting Person: Yett Paul R. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Class A Common Stock	11787	Direct
Class B Common Stock	564331	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (564331.0)		Indirect
Class C Units	$		Class A Common Stock (734145.0)		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 award was issued in substitution for existing awards of restricted interests in Hamilton Lane Advisors, L.L.C. ("HLA") that were issued annually in the years prior to the Issuer's initial public offering (the "IPO"), and the new award vests according to the same vesting schedule as the replaced awards: in four equal annual installments each March. Accordingly, one tranche will vest in 2017, one in 2018, one in 2019 and one in 2020.

F2: In the reorganization (the "Reorganization") of HLA in connection with 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.