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: 2008 Grantor Retained Annuity Trust of Mario Giannini, Trustee Joseph G. Maniaci, Esq. (10% Owner)
Reporting Person: Maniaci Joseph G. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	977296	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (977296.0)		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"), 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.

F2: 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.