Hamilton Lane INC — Director's Dealing 2018

Sep 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2018-09-17

Reporting Person: HLA INVESTMENTS LLC (10% Owner)
Reporting Person: HRHLA, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-17	Class B Common Stock	J	617837	$0.001	Disposed	13920481	Direct
2018-09-17	Class B Common Stock	J	417837	$0.001	Disposed	10938611	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-17	Class B Units	$	J	617837	Disposed		Class A Common Stock (617837.0)	Direct
2018-09-17	Class B Units	$	J	417837	Disposed		Class A Common Stock (417837.0)	Indirect

Footnotes

F1: The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"): Hartley Rogers (through HRHLA, LLC ("HRHLA")) and Michael Schmertzler. At the Issuer's election, the exchanges were settled in cash.

F2: Due to an administrative error, the reporting person's original Form 3 filed on March 8, 2017 and subsequent Form 4 incorrectly reported the common stock held by the reporting person as Class A common stock rather than Class B common stock. 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: The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.

F4: Hartley Rogers, the manager of HRHLA, LLC (the managing member of HLAI), exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.

F5: This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.

F6: Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. 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 do not have an expiration date.