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 OF SECURITIES

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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(Print or Type Responses)
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, 110 WASHINGTON STREET, SUITE 1300		 3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024
(Street)

CONSHOHOCKEN, PA 19428		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/16/2024   A   1,337 (1) A $ 0 3,521 D  
Class A Common Stock               17,414 I See Footnote (2)
Class B Common Stock               316,233 (3) I See footnote (4)
Class B Common Stock               316,233 (3) I See footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 (6)               (6)   (6) Class A Common Stock 316,233   316,233 I By the 2008 Sexton Des. Trust FBO Matthew Sexton (7)
Class B Units (6)               (6)   (6) Class A Common Stock 316,233   316,233 I By the 2008 Sexton Des. Trust FBO Laura Sexton (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SEXTON O GRIFFITH
C/O HAMILTON LANE INCORPORATED
110 WASHINGTON STREET, SUITE 1300
CONSHOHOCKEN, PA 19428		   X   X    

Signatures

 /s/ Lauren Platko, attorney-in-fact   09/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's Amended and Restated 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) Mr. Sexton indirectly holds these shares through the O. Griffith Sexton 2016 Revocable Trust. Mr. Sexton is sole settlor, beneficiary, and trustee of the trust. Previously, these shares were disclosed as being directly held by Mr. Sexton. On May 19, 2022, October 17, 2022, and October 24, 2023, Mr. Sexton transferred 12,858, 2,044, and 2,512 shares, respectively, into the O. Griffith Sexton 2016 Revocable Trust.
(3) 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.
(4) The securities reported in this row are owned by the 2008 Sexton Des. Trust FBO Matthew Sexton (the "Matthew Sexton Trust"). Mr. Sexton serves as trustee of this trust.
(5) The securities reported in this row are owned by The 2008 Sexton Des. Trust FBO Laura Sexton (the "Laura Sexton Trust"). Mr. Sexton serves as trustee of this trust.
(6) 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. ("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.
(7) The securities reported in this row are owned indirectly by the Matthew Sexton Trust through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.
(8) The securities reported in this row are owned indirectly by the Laura Sexton Trust through HLA Investments, LLC. Mr. Sexton serves as trustee 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.

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