Sec Form 4 Filing - HLA INVESTMENTS LLC @ Hamilton Lane INC - 2021-03-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HLA INVESTMENTS LLC 2. Issuer Name and Ticker or Trading Symbol Hamilton Lane INC [ HLNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 03/04/2021 (Street) BALA CYNWYD, PA19004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 B Common Stock 03/04/2021 J( 1 ) 365,000 D $ 0.001 9,922,057 D ( 2 ) Class B Common Stock 03/04/2021 J( 3 ) 228,000 D $ 0.001 7,789,067 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 ) 03/04/2021 J( 1 ) 365,000 ( 5 ) ( 5 ) Class A Common Stock 365,000 $ 87.36 9,922,057 D ( 2 ) Class B Units ( 5 ) 03/04/2021 J( 3 ) 228,000 ( 5 ) ( 5 ) Class A Common Stock 228,000 $ 87.36 7,789,067 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HLA INVESTMENTS LLC C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD, PA19004 X HRHLA, LLC C/O HAMILTON LANE INCORPORATED ONE PRESIDENTIAL BLVD., 4TH FLOOR BALA CYNWYD, PA19004 X Signatures /s/ Lauren Platko, attorney-in-fact 03/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units. ( 3 )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. ( 4 )This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI. ( 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 do not have an expiration date.

Remarks: This Form is filed by (i) HLA Investments, LLC ("HLAI") and (ii) HRHLA, LLC ("HRHLA"). HRHLA is the managing member of HLAI. The reporting persons are members 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.