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: Blackburn Tara (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Class C Units	$	J	180000	Disposed		Class A Common Stock (180000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	43811	Direct
Class A Common Stock	250	Indirect
Class B Common Stock	173441	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (173441.0)	173441	Indirect

Footnotes

F1: Total number of shares includes restricted Class A common stock previously reported in Form 4 and shares of Class A common stock held through a family trust of which the reporting person is the settlor, trustee, and a beneficiary.

F2: Consists of shares of Class A common stock held by the reporting person's son, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by her son, and this report should not be deemed an admission that she is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

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: 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.

F5: 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.

F6: Held on behalf of the reporting person by HL Management Investors, LLC.