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: Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement Dated 11/25/2008 (10% Owner)
Reporting Person: Whittemore Edward B. (10% Owner)
Reporting Person: Whittemore Laurence (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Class B Common Stock	J	19145	$0.001	Disposed	363760	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Class B Units	$	J	19145	Disposed		Class A Common Stock (19145.0)	Indirect

Footnotes

F1: The reporting person 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. At the Issuer's election, the exchange was 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: 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.

F4: The securities reported are owned indirectly by the Trust through HLA Investments, LLC.