Hamilton Lane INC — Director's Dealing 2017

Mar 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Delgado-Moreira Juan (Managing Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-06	Class A Common Stock	J	1550965	—	Acquired	1550965	Direct
2017-03-06	Class A Common Stock	P	2800	$16	Acquired	1553765	Direct
2017-03-06	Restricted Class A Common Stock	J	77868	—	Acquired	1628833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-06	Employee Stock Option (right to buy)	$1.34	J	233495	Acquired	2017-06-01	Class A Common Stock (233495.0)	Direct

Footnotes

F1: In the reorganization (the "Reorganization") of Hamilton Lane Advisors, L.L.C. ("HLA") in connection with the Issuer's initial public offering (the "IPO"), the reporting person exchanged membership interests of HLA owned prior to the IPO for Class A Common Stock of the Issuer.

F2: Purchase of shares in Issuer's directed share program in connection with its initial public offering.

F3: 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 HLA that were issued annually in the years prior to 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.

F4: These options were granted under the Issuer's 2017 Equity Incentive Plan in substitution for outstanding options to purchase non-voting interests of HLA that were issued in 2007, prior to the IPO. The options being replaced were fully vested, and so the substitute award is fully vested.