Hamilton Lane INC — Director's Dealing 2019

Nov 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2019-11-22

Reporting Person: Devlin Tara (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-22	Class A Common Stock	S	10000	$55.57	Disposed	32620	Direct
2019-03-29	Class A Common Stock	A	143	$37.04	Acquired	32763	Direct
2019-06-28	Class A Common Stock	A	108	$48.50	Acquired	32871	Direct
2019-09-30	Class A Common Stock	A	110	$48.42	Acquired	32981	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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
Class C Units	$		Class A Common Stock (214767.0)	214767	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.12 to $55.96. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

F2: Total number of shares includes shares of Class A common stock held through a family trust of which the reporting person is the settlor, trustee, and a beneficiary.

F3: These shares were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rules 16b-3(c) and 16b-3(d).

F4: 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.

F5: 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. Total number of shares of Class B common stock are held through a family trust of which the reporting person is the settlor, trustee, and a beneficiary.

F6: Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, 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.

F7: Held on behalf of the reporting person by HL Management Investors, LLC through a family trust of which the reporting person is the settlor, trustee and a beneficiary.