Sexton Des. Trust FBO Matthew Sexton 2008 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

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(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)
03/07/2024

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

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

	Form filed by One Reporting Person
X	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								19,598	D
Class B Common Stock	03/07/2024		J(1)		50,000	D	$0.001	316,233(2)	I	See footnote(3)
Class B Common Stock	03/07/2024		J(1)		50,000	D	$0.001	316,233(2)	I	See footnote(4)

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	(5)	03/07/2024		J(1)			50,000	(5)	(5)	Class A Common Stock	50,000	$108	316,233	I	By the 2008 Sexton DES. Trust FBO Laura Sexton(6)
Class B Units	(5)	03/07/2024		J(1)			50,000	(5)	(5)	Class A Common Stock	50,000	$108	316,233	I	By the 2008 Sexton Des. Trust FBO Matthew Sexton(7)

1. Name and Address of Reporting Person^*

SEXTON O GRIFFITH

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

2008 Sexton Des. Trust FBO Laura Sexton

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

2008 Sexton Des. Trust FBO Matthew Sexton

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Explanation of Responses:

1. The 2008 Sexton Des. Trust FBO Laura Sexton (the "Laura Sexton Trust") and The 2008 Sexton Des. Trust FBO Matthew Sexton (the "Matthew Sexton Trust") each 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.

2. 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.

3. The securities reported in this row are owned by the Laura Sexton Trust. Mr. Sexton serves as trustee of this trust.

4. The securities reported in this row are owned by the Matthew Sexton Trust. Mr. Sexton serves as trustee of this trust.

5. 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 of HLA do not have an expiration date.

6. The securities reported in this row are owned indirectly by the Laura Sexton Trust through HLA Investments, LLC.

7. The securities reported in this row are owned indirectly by the Matthew Sexton Trust through HLA Investments, LLC.

Remarks:

This form is filed by (i) Mr. O. Griffith Sexton, (ii) the Laura Sexton Trust and (iii) the Matthew Sexton Trust ((ii) and (iii) together, the "Trusts"). Mr. Sexton serves as trustee of each Trust. The Trusts are members of a group that beneficially owns more than 10% of the Issuer's Class A common stock. Mr. Sexton is also a director of the Issuer.

	/s/ Lauren Platko, attorney-in-fact	03/11/2024
	** Signature of Reporting Person	Date
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