Sec Form 4 Filing - SEXTON O GRIFFITH @ Hamilton Lane INC - 2020-11-12

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEXTON O GRIFFITH 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) (Last) (First) (Middle) C/O HAMILTON LANE INCORPORATED, ONE PRESIDENTIAL BLVD., 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2020 (Street) BALA CYNWYD, PA19004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/12/2020 A 1,669 ( 1 ) A 12,858 D Class B Common Stock 466,233 ( 2 ) I See footnote ( 3 ) Class B Common Stock 466,233 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) ( 5 ) ( 5 ) Class A Common Stock 466,233 466,233 I By the 2008 Sexton Des. Trust FBO Matthew Sexton ( 6 ) Class B Units ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 466,233 466,233 I By the 2008 Sexton DES. Trust FBO Laura Sexton ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEXTON O GRIFFITH C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD, PA19004 X X Signatures /s/ Lydia Gavalis, attorney-in-fact 11/16/2020 Signature of Reporting Person Date

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 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 2008 Sexton Des. Trust FBO Matthew Sexton (the "Matthew Sexton Trust"). Mr. Sexton and Mrs. Barbara Sexton serve as trustees of this trust. ( 4 )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. ( 5 )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. ( 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. ( 7 )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.

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.

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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