Hamilton Lane INC — Director's Dealing 2018

Mar 7, 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: Kelly Michael John (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Class C Units	$	J	67851	Disposed		Class A Common Stock (67851.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17101	Direct
Class B Common Stock	82605	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (82605.0)	82605	Indirect

Footnotes

F1: Total number of shares includes restricted Class A common stock previously reported in Form 4.

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: 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 and Class C 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 and Class C Units of HLA do not have an expiration date.

F4: The reporting person exchanged Class C Units with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.

F5: Held on behalf of the reporting person by HL Management Investors, LLC.