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: Rogers Hartley R. (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-17	Class A Common Stock	S	28087	$47.26	Disposed	147122	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	417837	Disposed		Class A Common Stock (417837.0)	Indirect

Footnotes

F1: Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 12, 2018.

F2: The reporting person 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"). At the Issuer's election, the exchange was settled in cash.

F3: 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. These securities are owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.

F4: 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.

F5: These securities are owned directly by HLAI. The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.