Hamilton Lane INC — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Class A Common Stock	A	18388	—	Acquired	201503	Direct
2018-03-14	Class A Common Stock	F	26294	$38.07	Disposed	175209	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B 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: Shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The shares vest in four equal annual installments.

F2: Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.

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 an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"), the Class B Units of Hamilton Lane Advisors, L.L.C. ("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 of HLA 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.