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: Sexton Barbara (10% Owner)
Reporting Person: SEXTON O GRIFFITH (Director, 10% Owner)
Reporting Person: 2008 Sexton Des. Trust FBO Matthew Sexton (10% Owner)
Reporting Person: 2008 Sexton Des. Trust FBO Laura Sexton (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Class B Common Stock	J	475000	$0.001	Disposed	716233	Direct
2018-03-05	Class B Common Stock	J	475000	$0.001	Disposed	716233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Class B Units	$	J	475000	Disposed		Class A Common Stock (475000.0)	Indirect
2018-03-05	Class B Units	$	J	475000	Disposed		Class A Common Stock (475000.0)	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 securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Laura Sexton. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

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.

F4: The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Matthew Sexton. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

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.

F6: The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

F7: The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.