Hamilton Lane INC — Director's Dealing 2021

Mar 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hamilton Lane INC (HLNE)
CIK: 0001433642
Period of Report: 2021-03-04

Reporting Person: Lucey Kevin J. (Chief Operating Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-04	Class B Common Stock	J	70000	$0.001	Disposed	190869	Direct
2020-12-10	Class A Common Stock	G	58010	—	Disposed	21799	Direct
2020-12-10	Class A Common Stock	G	58010	—	Acquired	58010	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-04	Class B Units	$	J	70000	Disposed		Class A Common Stock (70000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C Units	$		Class A Common Stock (25557.0)	25557	Indirect

Footnotes

F1: The reporting person exchanged 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.

F3: These shares are owned directly by a trust for the benefit of Mr. Lucey's spouse and children, of which his spouse is a trustee. Mr. Lucey transferred 58,010 shares of Class A common stock to the trust on December 10, 2020.

F4: Pursuant to 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: Held on behalf of the reporting person by HL Management Investors, LLC.