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: Brennan Stephen R. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Class A Common Stock	A	5925	—	Acquired	47298	Direct
2019-03-14	Class A Common Stock	F	4057	$43.55	Disposed	43241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-14	Class C Units	$	J	20000	Disposed		Class A Common Stock (20000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	141917	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (141917.0)	141917	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 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.