Hamilton Lane INC — Director's Dealing 2019

Mar 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2019-03-14

Reporting Person: Rogers Hartley R. (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Class A Common Stock	A	16103	—	Acquired	163225	Direct
2019-03-14	Class A Common Stock	F	19236	$43.55	Disposed	143989	Direct
2019-03-14	Class B Common Stock	J	400000	$0.001	Disposed	10538611	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-14	Class B Units	$	J	400000	Disposed		Class A Common Stock (400000.0)	Indirect

Footnotes

F1: Shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The shares vest in four equal annual installments.

F2: Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.

F3: The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"). At the Issuer's election, the exchange was settled in cash.

F4: 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. These securities are owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.

F5: Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. 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 do not have an expiration date.

F6: These securities are owned directly by HLAI. The reporting person is the manager of HRHLA, LLC, the managing member of HLAI.