Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Kramer Andrea Anigati (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) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/16/2024
	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	03/29/2024		A(1)	V	40	A	$95.85	55,361	D
Class A Common Stock	06/28/2024		A(1)	V	41	A	$105.04	55,402	D
Class A Common Stock	09/16/2024		A(2)		6,683	A	$0	62,085	D
Class A Common Stock								17,913	I	See footnote.(3)
Class B Common Stock								135,970	D(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
Performance Stock	(5)	09/16/2024		A		5,435		(5)	(5)	Class A Common Stock	5,435	$0	5,435	D
Performance Stock	(6)							(6)	(6)	Class A Common Stock	13,044		13,044	D
Class B Units	(7)							(7)	(7)	Class A Common Stock	135,970		135,970	I	See footnote(8)
Class C Units	(7)							(7)	(7)	Class A Common Stock	195,317		195,317	I	See footnote(8)

Explanation of Responses:

1. These shares were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d).

2. Shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's Amended and Restated 2017 Equity Incentive Plan. The shares vest in four equal annual installments.

3. The securities reported in this row are owned by The Andrea Anigati IRA Equity Trust Company, d.b.a. Sterling Trust, Custodian FBO Andrea Anigati IRA. Ms. Anigati Kramer serves as the trustee of this trust.

4. 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.

5. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031.

6. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock achieving a specified price per share. The performance period of the performance stock ends on September 16, 2029.

7. 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 and Class C Units of Hamilton Lane Advisors, L.L.C. ("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 and Class C Units of HLA do not have an expiration date.

8. Held on behalf of the reporting person by HL Management Investors, LLC.

Remarks:

In addition to serving as an officer of the Issuer, the reporting person 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	09/18/2024
	** 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).
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.

---