Hamilton Lane INC — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2018-03-05

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
2018-03-05	Class B Common Stock	J	1254860	$0.001	Disposed	14538318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Class B Units	$	J	1254860	Disposed		Class A Common Stock (1254860.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11356448	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (11356448.0)	11356448	Indirect

Footnotes

F1: The following individuals and entities, 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 (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering: Hartley Rogers (through HRHLA, LLC ("HRHLA")), the 2008 Sexton Des. Trust FBO Laura Sexton, the 2008 Sexton Des. Trust FBO Matthew Sexton, and the Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated November 25, 2008. At the Issuer's election, the exchanges were settled in cash.

F2: 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: This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.

F5: 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.