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: Oakville Number 2 Trust (10% Owner)
Reporting Person: Rysaffe Trustee Co (CI) Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Class A Common Stock	S	250000	$34.25	Disposed	1000015	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	7	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (7.0)	7	Indirect

Footnotes

F1: Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated February 28, 2018.

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