Sexton O Griffith Form 4 Hamilton Lane / O GRIFFITH SEXTON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEXTON O GRIFFITH

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

ONE PRESIDENTIAL BLVD., 4TH FLOOR

(Street)

BALA CYNWYD PA 19004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Lane INC [ HLNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/12/2019		A		2,248(1)	A	(1)	11,189	D
Class B Common Stock								566,233	I	See footnote(2)
Class B Common Stock								566,233	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	(4)							(4)	(4)	Class A Common Stock	566,233		566,233	I	By the 2008 Sexton DES. Trust FBO Laura Sexton(5)
Class B Units	(4)							(4)	(4)	Class A Common Stock	566,233		566,233	I	By the 2008 Sexton Des. Trust FBO Matthew Sexton(6)

Explanation of Responses:

1. Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan in consideration of the reporting person's service on the board of directors of the Issuer. The shares vest one year from the transaction date.

2. The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Laura Sexton (the "Laura Sexton Trust"). Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

3. The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Matthew Sexton (the "Matthew Sexton Trust"). Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

4. 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 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.

5. The securities reported in this row are owned indirectly by the Laura Sexton Trust through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

6. The securities reported in this row are owned indirectly by the Matthew Sexton Trust through HLA Investments, LLC. Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust.

Remarks:

In addition to serving as a director of the Issuer, Mr. Sexton is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.

	/s/ Lauren Platko, attorney-in-fact	11/13/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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