Hamilton Lane INC — Director's Dealing 2019

May 15, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2019-03-31

Reporting Person: Kelly Michael John (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-05	Class A Common Stock	J	3792	—	Disposed	3792	Direct
2018-12-05	Class B Common Stock	J	41302	—	Disposed	41303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-05	Class B Units	$	J	41302	Disposed		Class A Common Stock (41302.0)	Indirect
2018-12-05	Class C Units	$	J	43800	Disposed		Class A Common Stock (43800.0)	Indirect

Footnotes

F1: Pursuant to a domestic relations order, the reporting person transferred to his ex-spouse 3,792 shares of the Issuer's Class A common stock, 41,302 Class B units of Hamilton Lane Advisors, L.L.C. ("HLA") (and a corresponding number of shares of the Issuer's Class B common stock) and 43,800 Class C units of HLA. The reporting person no longer reports any securities owned by his former spouse.

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 the Exchange Agreement, the Class B Units and Class C Units of 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.