Hamilton Lane INC — Director's Dealing 2021

Sep 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2021-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-06	Class B Common Stock	G	250000	—	Disposed	7539067	Indirect
2021-09-10	Class B Common Stock	J	238400	$0.001	Disposed	7300667	Indirect
2021-09-10	Class A Common Stock	S	11487	$84.15	Disposed	14772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-06	Class B Units	$	G	250000	Disposed		Class A Common Stock (250000.0)	Indirect
2021-09-10	Class B Units	$	J	238400	Disposed		Class A Common Stock (238400.0)	Indirect

Footnotes

F1: Mr. Rogers gifted Class B Units to a charitable entity on September 6, 2021, which subsequently exchanged such Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.

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

F3: These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.

F4: The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash.

F5: Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 7, 2021.

F6: 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.