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: HLA INVESTMENTS LLC (10% Owner)
Reporting Person: HRHLA, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-04	Class B Common Stock	J	365000	$0.001	Disposed	9922057	Direct
2021-03-04	Class B Common Stock	J	228000	$0.001	Disposed	7789067	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-04	Class B Units	$	J	365000	Disposed		Class A Common Stock (365000.0)	Direct
2021-03-04	Class B Units	$	J	228000	Disposed		Class A Common Stock (228000.0)	Indirect

Footnotes

F1: The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, exchanged Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") 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"): Hartley Rogers (through HRHLA, LLC ("HRHLA")), the 2008 Sexton Des. Trust FBO Laura Sexton, the 2008 Sexton Des. Trust FBO Matthew Sexton, Edward Whittemore and Michael Schmertzler. At the Issuer's election, the exchanges were settled in cash.

F2: The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.

F3: Hartley Rogers, the manager of HRHLA, the managing member of HLAI, and a charitable entity that received a gift of Class B Units from Mr. Rogers, each 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.

F4: This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.

F5: Pursuant to the Exchange Agreement, the Class B 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 do not have an expiration date.