Hamilton Lane INC — Director's Dealing 2019

Jun 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2019-06-05

Reporting Person: Kelly Michael John (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Class A Common Stock	S	3792	$52.79	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	41303	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (41303.0)	41303	Indirect
Class C Units	$		Class A Common Stock (108086.0)	108086	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 $52.74 to $52.83. 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 sold at each separate price within the ranges set forth in this footnote.

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