Document

0001273303-17-000006.txt : 20170317 0001273303-17-000006.hdr.sgml : 20170317 20170316175340 ACCESSION NUMBER: 0001273303-17-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 33 FILED AS OF DATE: 20170317 DATE AS OF CHANGE: 20170316 GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO LAURA SEXTON GROUP MEMBERS: 2008 SEXTON DES. TRUST FBO MATTHEW SEXTON GROUP MEMBERS: ANDREA ANIGATI GROUP MEMBERS: BARBARA SEXTON GROUP MEMBERS: DAVID HELGERSON GROUP MEMBERS: EDWARD B. WHITTEMORE GROUP MEMBERS: ERIK R. HIRSCH GROUP MEMBERS: HAMILTON LANE ADVISORS, INC. GROUP MEMBERS: HARTLEY R. ROGERS GROUP MEMBERS: HRHLA, LLC GROUP MEMBERS: INITIAL TRUST UNDER THE FREDERICK B. WHITTEMORE 2008 CHILDRE GROUP MEMBERS: JEFFREY S. MEEKER GROUP MEMBERS: JOSEPH G. MANIACI GROUP MEMBERS: JUAN DELGADO-MOREIRA GROUP MEMBERS: KEVIN J. LUCEY GROUP MEMBERS: LAURENCE F. WHITTEMORE GROUP MEMBERS: MARIO GIANNINI 2008 ANNUITY TRUST GROUP MEMBERS: MARIO L. GIANNINI GROUP MEMBERS: MICHAEL DONOHUE GROUP MEMBERS: MICHAEL KELLY GROUP MEMBERS: MICHAEL SCHMERTZLER GROUP MEMBERS: O. GRIFFITH SEXTON GROUP MEMBERS: OAKVILLE NUMBER TWO TRUST GROUP MEMBERS: PAUL YETT GROUP MEMBERS: RANDY STILMAN GROUP MEMBERS: RYSAFFE TRUST CO (C.I.) LTD GROUP MEMBERS: STEPHEN R. BRENNAN GROUP MEMBERS: TARA BLACKBURN GROUP MEMBERS: THOMAS KERR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Lane INC CENTRAL INDEX KEY: 0001433642 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 262482738 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89904 FILM NUMBER: 17695737 BUSINESS ADDRESS: STREET 1: ONE PRESIDENTIAL BOULEVARD STREET 2: 4TH FLOOR CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: (610) 934-2222 MAIL ADDRESS: STREET 1: ONE PRESIDENTIAL BOULEVARD STREET 2: 4TH FLOOR CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HLA INVESTMENTS LLC CENTRAL INDEX KEY: 0001273303 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ONE BELMONT AVENUE STREET 2: SUITE 900 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13D 1 hlschedule13d2017.htm SC 13D Document

SCHEDULE 13D

CUSIP No. 407497 106



	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D



	Under the Securities Exchange Act of 1934*

	Hamilton Lane Incorporated
	(Name of Issuer)

	Common A Common Stock, par value $0.001
	(Title of Class of Securities)

	407497 106
	(CUSIP Number)

	Robert W. Cleveland General Counsel and Secretary Hamilton Lane Incorporated One Presidential Blvd., 4th Floor Bala Cynwyd, PA 19004 Telephone: (610) 934-2222 with a copy to: H. John Michel, Jr. Kimberly K. Rubel Drinker Biddle & Reath LLP One Logan Square, Suite 2000 Philadelphia, PA 19103 Telephone: (215) 988-2700
	(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	March 6, 2017
	(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person HLA Investments, LLC
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 36,948,717
			(9)	Sole Dispositive Power 15,793,178
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 65.9%
	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person HRHLA, LLC
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 36,948,717
			(9)	Sole Dispositive Power 11,642,163
			(10)	Shared Dispositive Power 4,151,015
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 65.9%
	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Hartley R. Rogers
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 36,948,717
			(9)	Sole Dispositive Power 11,785,363
			(10)	Shared Dispositive Power 4,151,015
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 36,948,717
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 65.9%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Hamilton Lane Advisors, Inc.
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 2,579,104
			(9)	Sole Dispositive Power 2,579,104
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,579,104
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 11.9%
	(14)	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Mario L. Giannini
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 6,903,393
			(9)	Sole Dispositive Power 6,619,761
			(10)	Shared Dispositive Power 283,632
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,903,393
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 26.5%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Mario Giannini 2008 Annuity Trust
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 977,296
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 977,296
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 977,296
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 4.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Joseph G. Maniaci
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 977,296
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 977,296
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 977,296
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 4.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person The 2008 Sexton Des. Trust FBO Laura Sexton
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,191,233
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 1,191,233
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,191,233
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 5.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person The 2008 Sexton Des. Trust FBO Matthew Sexton
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,191,233
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 1,191,233
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,191,233
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 5.9%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person O. Griffith Sexton
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 2,382,466
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 2,382,466
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,382,466
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 11.7%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Barbara Sexton
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 2,382,466
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 2,382,466
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,382,466
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 11.7%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Oakville Number Two Trust
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,250,022
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 1,250,022
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,022
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 6.1%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Rysaffe Trust Company (C.I.) Limited
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,250,022
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 1,250,022
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,250,022
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 6.1%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 382,905
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 382,905
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 382,905
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.0%
	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Edward B. Whittemore
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 382,905
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 382,905
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 382,905
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.0%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Laurence F. Whittemore
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 382,905
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 382,905
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 382,905
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.0%
	(14)	Type of Reporting Person (See Instructions) OO (Trustee)

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Michael Schmertzler
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,102,005
			(9)	Sole Dispositive Power 0
			(10)	Shared Dispositive Power 1,102,005
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,102,005
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 5.4%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



(1)	Name of Reporting Person Erik R. Hirsch
(2)	Check the Appropriate Box if a Member of a Group
	(a)		x
	(b)		¨
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With		(7)		Sole Voting Power 0
		(8)		Shared Voting Power 3,505,308
		(9)		Sole Dispositive Power 3,505,308
		(10)		Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 3,505,308
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
(13)	Percent of Class Represented by Amount in Row (11) 15.5%
(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Juan Delgado-Moreira
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,884,708
			(9)	Sole Dispositive Power 1,884,708
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,884,708
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 9.0%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Paul Yett
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,313,297
			(9)	Sole Dispositive Power 1,313,297
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,313,297
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 6.4%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Randy Stilman
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,090,880
			(9)	Sole Dispositive Power 1,090,880
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,090,880
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 5.4%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Kevin J. Lucey
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 1,031,392
			(9)	Sole Dispositive Power 1,031,392
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,031,392
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 5.1%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Tara Blackburn
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 629,008
			(9)	Sole Dispositive Power 629,008
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 629,008
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 3.2%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Stephen R. Brennan
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 415,426
			(9)	Sole Dispositive Power 415,426
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 415,426
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.1%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Andrea Anigati
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 601,534
			(9)	Sole Dispositive Power 601,534
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 601,534
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 3.0%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Michael Kelly
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 473,294
			(9)	Sole Dispositive Power 473,294
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 473,294
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.4%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Jeffrey S. Meeker
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 443,784
			(9)	Sole Dispositive Power 443,784
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 443,784
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 2.3%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



(1)	Name of Reporting Person Thomas Kerr
(2)	Check the Appropriate Box if a Member of a Group
	(a)		x
	(b)		¨
(3)	SEC Use Only
(4)	Source of Funds OO
(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With		(7)		Sole Voting Power 0
		(8)		Shared Voting Power 418,146
		(9)		Sole Dispositive Power 418,146
		(10)		Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 418,146
(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
(13)	Percent of Class Represented by Amount in Row (11) 2.1%
(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person David Helgerson
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 257,478
			(9)	Sole Dispositive Power 257,478
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 257,478
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 1.3%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106



	(1)	Name of Reporting Person Michael Donohue
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			¨
	(3)	SEC Use Only
	(4)	Source of Funds OO
	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) 
	(6)	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0
			(8)	Shared Voting Power 101,012
			(9)	Sole Dispositive Power 101,012
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 101,012
	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares 
	(13)	Percent of Class Represented by Amount in Row (11) 0.5%
	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 407497 106

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Hamilton Lane Incorporated, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Presidential Blvd., 4th Floor, Bala Cynwyd, PA 19004.

Item 2. Identity and Background

This Schedule 13D is being filed pursuant to a joint filing agreement filed as Exhibit 1 hereto by:


1.	HLA Investments, LLC (“HLAI”) in its capacity as the indirect beneficial owner of the Issuer’s securities through its ownership interest in Hamilton Lane Advisors, LLC (“HLA”);


2.	HRHLA, LLC (“HRHLA”) in its capacity as the managing member of HLAI;


3.	Hartley R. Rogers in his capacity as the managing member of HRHLA and as the direct owner of restricted stock of the Issuer;


4.	Hamilton Lane Advisors, Inc. (“HLA Inc.”) in its capacity as the indirect beneficial owner of the Issuer’s securities through its ownership interest in HLA;

Mario L. Giannini, in his capacity as the indirect beneficial owner of the Issuer’s securities beneficially owned by HLA Inc., in his capacity as the indirect beneficial owner of the Issuer’s securities though his ownership interest in HLA, some of which is held through HLMI (defined below), in his capacity as the indirect beneficial owner of the Issuer’s securities through his ownership interest in HLAI, and as the direct owner of restricted stock of the Issuer;


6.	The Mario Giannini 2008 Annuity Trust (the “Giannini Trust”) and Joseph G. Maniaci, trustee, in their capacities as the indirect beneficial owners of the Issuer’s securities through the Giannini Trust’s ownership interests in HLA.


7.	The 2008 Sexton Des. Trust FBO Laura Sexton, O. Griffith Sexton and Barbara Sexton, trustees (the “Laura Sexton Trust”) in their capacities as the indirect beneficial owners of the Issuer’s securities through the Laura Sexton Trust’s interest in HLAI.


8.	The 2008 Sexton Des. Trust FBO Matthew Sexton, O. Griffith Sexton and Barbara Sexton, trustees, (the “Matthew Sexton Trust”) in their capacities as the indirect beneficial owners of the Issuer’s securities through the Matthew Sexton Trust’s ownership interest in HLAI.


9.	Oakville Number Two Trust (“Oakville Trust”) and Rysaffe Trust Company (C.I.) Limited, trustee (“Rysaffe”), in their capacities as the indirect beneficial owners of the Issuer’s securities through the Oakville Trust’s ownership interest in HLAI.


10.	The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008 (the “Whittemore Trust”), and Edward B. Whittemore and Laurence Whittemore, trustees, in their capacities as the indirect beneficial owners of the Issuer’s securities through the Whittemore Trust’s ownership interest in HLAI.


11.	Michael Schmertzler through his ownership interest in HLAI.


12.	Erik R. Hirsch


13.	Juan Delgado-Moreira


14.	Paul Yett


15.	Randy Stilman


16.	Kevin J. Lucey


17.	Tara Blackburn


18.	Steve Brennan


19.	Andrea Anigati


20.	Michael Kelly


21.	Jeffrey S. Meeker


22.	Thomas Kerr


23.	David Helgerson


24.	Michael Donohue

The foregoing entities and persons are referred to collectively as the “Reporting Persons.” Each of the persons listed at (12) through (24) (each, a “Management Investor”) is filing in his or her capacity as the indirect beneficial owner of the Issuer’s securities held through HL Management Investors, LLC, a Delaware limited liability company (“HLMI”) and as the direct owner of restricted stock of the Issuer.

SCHEDULE 13D

CUSIP No. 407497 106

In connection with the closing of the Issuer’s initial public offering (the “IPO”) of the Issuer’s Class A common stock, the Issuer effected certain reorganization transactions. The Issuer entered into an exchange agreement with the continuing members of HLA pursuant to which such members will be entitled to exchange their Class B units or Class C units (each as defined in the exchange agreement), together with an equal number of shares of Class B common stock in the case of Class B units for an equal number of shares of the Issuer’s Class A common stock or, at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein.

Pursuant to a Stockholders Agreement dated as of March 6, 2017 among the Issuer and the Reporting Persons (the “Stockholders Agreement”), the Reporting Persons have agreed to vote all shares of the Issuer’s voting stock, including the Class A common stock and Class B common stock, then held by them together on all matters submitted to the Issuer’s common stockholders in the manner directed by HLAI. The Issuer’s Class A common stock and Class B common stock vote together as a single class on substantially all matters submitted to our stockholders for approval. The Class A common stock carries one vote per share, and the Class B common stock currently carries ten votes per share. The Issuer’s certificate of incorporation contemplates a “Sunset” becoming effective upon the occurrence of one of a series of enumerated events or transactions involving certain Reporting Persons. After a Sunset becomes effective, the Class B common stock will carry one vote per share, and the Stockholders Agreement will terminate. The Reporting Persons currently hold a majority of the outstanding Class B common stock, and collectively control approximately 91% of the combined voting power of the Issuer’s common stock.


(a)	As of the date of this statement:


(i)	HLAI beneficially owns 36,948,717 shares of Class A common stock as holder of 15,793,178 Class B units and because it has voting control over an additional 21,155,539 shares of Class A common stock. HLAI’s principal business is to hold Class B units of HLA and Class B common stock of the pre-IPO investor group, including certain members of senior management of the Issuer and outside investors.


(ii)	HRHLA beneficially owns 36,948,717 shares of Class A common stock as the managing member of HLAI. HRHLA’s principal business is to hold the membership interests in HLAI representing its ownership in the Issuer.


(iii)	Hartley R. Rogers beneficially owns 36,948,717 shares of Class A common stock as the managing member of HRHLA and as the direct owner of restricted stock of the Issuer.


(iv)	HLA Inc. beneficially owns 2,579,104 shares of Class A common stock as holder of 2,579,104 Class B units. HLA Inc. holds Class B units on behalf of Mario L. Giannini, its sole stockholder.

(v)

Mario L. Giannini beneficially owns 6,903,393 shares of Class A common stock, which includes 3,228,103 shares of Class A common stock beneficially held through Class B units held directly, the 2,579,104 shares of Class A common stock beneficially held by HLA Inc., 283,632 shares of Class A common stock beneficially held as a result of his 1.8% ownership interest in HLAI, 664,567 shares of Class A common stock beneficially held as Class C units through HLMI, and 147,987 shares of Class A common stock held directly.


(vi)	The Giannini Trust and Joseph G. Maniaci, as trustee, beneficially own 977,296 shares of Class A common stock as a result of the Giannini Trust’s ownership interest in HLA.


(vii)	The Laura Sexton Trust beneficially owns 1,191,233 shares of Class A common stock as a result of its 7.5% ownership interest in HLAI.


(viii)	The Matthew Sexton Trust beneficially owns 1,191,233 shares of Class A common stock as a result of its 7.5% ownership interest in HLAI.


(ix)	O. Griffith Sexton beneficially owns 2,382,466 shares of Class A common stock as a trustee of the two Sexton family trusts.


(x)	Barbara Sexton beneficially owns 2,382,466 shares of Class A common stock as a trustee of the two Sexton family trusts.


(xi)	Oakville Trust and Rysaffe, its trustee, directly own 1,250,015 shares of Class A common stock and beneficially own an additional 7 shares of Class A common stock as a result of the Oakville Trust’s 0.00004% ownership interest in HLAI.

SCHEDULE 13D

CUSIP No. 407497 106


(xii)	The Whittemore Trust and Edward B. Whittemore and Laurence F. Whittemore, its trustees, beneficially own 382,905 shares of Class A common stock as a result of the Whittemore Trust’s 2.4% ownership interest in HLAI.


(xiii)	Michael Schmertzler beneficially owns 1,102,005 shares of Class A common stock as a result of his 6.9% ownership interest in HLAI.

(xiv)

The Management Investors collectively beneficially own 1,660,448 shares of Class A common stock directly, an additional 570,389 shares of restricted Class A common stock subject to vesting, and 9,934,430 shares of Class A common stock as holders of 4,130,179 Class B units and 5,804,251 Class C units held by HLMI. Pursuant to and under the terms and conditions of the exchange agreement, each Management Investor may exchange such Class B units and Class C units for shares of Class A common stock on a one-for-one basis.

Each Reporting Person, other than Mr. Rogers, HLAI and HRHLA, disclaims beneficial ownership of securities owned by the other Reporting Persons, except to the extent of such Reporting Person’s pecuniary interest therein.


(b)	The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, One Presidential Blvd., 4th Floor, Bala Cynwyd, PA 19004.


(c)	Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation.



Name	Principal Occupation (at Issuer)
Hartley R. Rogers	Chairman, Director
Mario L. Giannini	Chief Executive Officer, Director
Erik R. Hirsch	Vice Chairman, Director
Kevin J. Lucey	Chief Operating Officer
Randy M. Stilman	Chief Financial Officer
Michael Donohue	Controller
Juan Delgado-Moreira	Managing Director
Paul Yett	Managing Director
Tara Blackburn	Managing Director
Andrea Kramer	Managing Director
Jeffrey S. Meeker	Managing Director
Michael Kelly	Managing Director
Stephen R. Brennan	Managing Director
Thomas Kerr	Managing Director
David Helgerson	Managing Director

In addition, Mr. Sexton is a director of the Issuer. N/A with respect to the other persons and entities listed above.


(d)	None of the Reporting Persons has been convicted in a criminal proceeding during the last five years.

(e)

None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.


(f)	Each natural person identified in this Item 2 is a citizen of the United States. Each entity identified in this Item 2 is organized under the laws of Delaware, other than Oakville Trust and Rysaffe, which are governed by the laws of Guernsey, the Giannini Trust, which is a New Jersey trust, the Sexton Trusts, which are New York trusts, and the Whittemore Trust, which is a New York trust.

Item 3. Source and Amount of Funds or Other Consideration

At the closing of the IPO of the Issuer’s Class A common stock, the Issuer entered into an exchange agreement with the continuing members of HLA pursuant to which such members are entitled to exchange their Class B and Class C units for an equal number of shares of the Issuer’s Class A common stock or, at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein.

SCHEDULE 13D

CUSIP No. 407497 106

Item 4. Purpose of Transaction

The Reporting Persons acquired, and presently hold, Class A Common Stock and the Class B units and Class C units for investment purposes.

Each of HLAI, HRHLA, Hartley R. Rogers, Mario L. Giannini, O. Griffith Sexton, HLA Inc., and each Management Investor have entered into lock-up agreements pursuant to which they have agreed that, prior to August 28, 2017, they will not, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dispose of or hedge any of the Issuer’s common stock (including any shares acquired pursuant to the Issuer’s directed share program), subject to specified exceptions.

Except as otherwise described in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer

(a) and (b) The following table sets forth the aggregate number and percentage of the Class A common stock beneficially owned by each Reporting Person. The aggregate number and percentage of the Class A common stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.



Reporting Person	Number of Shares Beneficially Owned	Percentage of Class A Common Stock Outstanding(1)		Number of HLA Units Sold in Past 60 Days(2)

HLAI	36,948,717	65.9	%	-
HRHLA	36,948,717	65.9	%	353,670
Hartley R. Rogers	36,948,717	65.9	%	274,148
HLA Inc.	2,579,104	11.9	%	-
Mario L. Giannini	6,903,393	26.5	%	422,053
Mario Giannini 2008 Annuity Trust	977,296	4.9	%	-
Joseph G. Maniaci	977,296	4.9	%	-
O. Griffith Sexton	2,382,466	11.7	%	-
Barbara Sexton	2,382,466	11.7	%	-
Laura Sexton Trust	1,191,233	5.9	%	297,840
Matthew Sexton Trust	1,191,233	5.9	%	297,840
Oakville Trust	1,250,022	6.1	%	220,592
Rysaffe	1,250,022	6.1	%	-
Whittemore Trust	382,905	2.0	%	42,544
Edward B. Whittemore	382,905	2.0	%	-
Laurence F. Whittemore	382,905	2.0	%	-
Michael Schmertzler	1,102,005	5.4	%	194,480
Erik R. Hirsch	3,505,308	15.5	%	192,146
Juan Delgado-Moreira	1,884,708	9.0	%	-
Paul Yett	1,313,297	6.4	%	68,340
Randy Stilman	1,090,880	5.4	%	44,139

SCHEDULE 13D

CUSIP No. 407497 106



Kevin J. Lucey	1,031,392	5.1	%	59,673
Tara Blackburn	629,008	3.2	%	-
Stephen R. Brennan	415,426	2.1	%	-
Andrea Anigati	601,534	3.0	%	-
Michael Kelly	473,294	2.4	%	-
Jeffrey S. Meeker	443,784	2.3	%	-
Thomas Kerr	418,146	2.1	%	-
David Helgerson	257,478	1.3	%	-
Michael Donohue	101,012	*		-

Total for Group	36,988,632	65.9	%	2,467,465


*	Less than 1%

(1)

Based on the number of shares of Class A common stock (19,090,709) issued and outstanding as of March 16, 2017, the date of this report, and assuming all outstanding Class B units and Class C units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A common stock on a one-for-one basis. On March 14, 2017, the Issuer awarded 238,954 shares of restricted Class A common stock to employees as part of its ordinary course annual equity grant cycle, including a total of 131,574 shares of restricted Class A common stock to employee Reporting Persons, which are reflected in this report.


(2)	Sales by Reporting Persons who are members of HLAI are reported as direct sales for purposes of this column. See Item 5(c) below.

(c) On March 6, 2017, the Issuer used a portion of the proceeds from the IPO to purchase membership interests in HLA from certain members of HLA, including those indicated above, in the quantities set forth in the table above, at a price equivalent to $14.88 per HLA Unit.

(d) Other than as described above, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock beneficially owned by members of the group.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with the closing of the IPO, the Issuer effectuated certain reorganization transactions pursuant to which existing members of HLA, including certain of the reporting persons, obtained beneficial ownership of Class B units and Class C units of the Issuer.

Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of HLA dated as of March 6, 2017 (the “HLA Operating Agreement”) and the exchange agreement described above, the Reporting Persons may exchange their Class B units and Class C units for shares of Class A common stock on a one-for-one basis, or at the Issuer’s election, for cash, subject to timing and procedural requirements set forth therein. When a Class B unit is exchanged for a share of Class A common stock, a corresponding share of the Issuer’s Class B common stock will automatically be redeemed by the Issuer at par value and canceled. When a Class B unit or Class C unit is exchanged for a share of Class A common stock, it will not be available for reissuance by the Issuer.

The exchange agreement contains certain timing and volume limitations on exchanges of units held by the Issuer’s senior employees, including the Reporting Persons: no exchanges will be permitted until after the first anniversary of the closing date of the IPO, and then exchanges may not exceed one-third of their original holdings prior to the second anniversary of the closing and two-thirds of their original holdings prior to the third anniversary. After the third anniversary of the closing date, these limitations expire.

Pursuant to a registration rights agreement entered into by and among the Issuer, certain holders of Class B units and certain holders of Class C units, at any time after the expiration of the lock-up period described below, such holders can require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares of Class A common

SCHEDULE 13D

CUSIP No. 407497 106

stock issued upon exchange of the Class B units and Class C units. The registration rights agreement also provides for customary piggyback rights.

Each of HLAI, HRHLA, Hartley R. Rogers, Mario L. Giannini, O. Griffith Sexton, HLA Inc., and each Management Investor have entered into lock-up agreements pursuant to which they have agreed that, prior to August 28, 2017, they will not, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dispose of or hedge any shares of the Issuer’s common stock or any securities convertible into or exchangeable for the Issuer’s common stock, subject to certain customary exceptions.

The Issuer entered into a tax receivable agreement with its pre-IPO members effective as of the closing of the IPO that provides for the payment by the Issuer to the members of HLA of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from purchases or exchanges of membership units of HLA. See Exhibit 4.

In connection with the IPO, the Reporting Persons and other members of HLAI have entered into a stockholders agreement pursuant to which they agreed to vote all their shares of voting stock, including Class A and Class B common stock, together and in accordance with the instructions of HLAI on any matter submitted to the common stockholders of the Issuer for a vote. Under the stockholders agreement, the Reporting Persons have given an irrevocable proxy, coupled with an interest, to HLAI to vote such Reporting Person’s shares of Class A and Class B common stock.

The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the form of lock-up agreement, the HLA Operating Agreement, the tax receivable agreement, the exchange agreement, the registration rights agreement and the stockholders agreement, filed herewith as Exhibits 2, 3, 4, 5, 6 and 7 respectively and incorporated herein by reference.

Other than the matters disclosed in this Schedule 13D, none of the Reporting Persons is party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

SCHEDULE 13D

CUSIP No. 407497 106

Item 7. Material to be Filed as Exhibits



Exhibit	Description
1.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
2.	Form of Lock-Up Agreement.
3.	Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, LLC) (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017).
4.	Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017).
5.	Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017).
6.	Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017).
7.	Stockholders Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed with the SEC on March 8, 2017).
24.1	Power of Attorney for HLA Investments, LLC
24.2	Power of Attorney for HRHLA, LLC
24.3	Power of Attorney for Hartley R. Rogers
24.4	Power of Attorney for Mario L. Giannini
24.5	Power of Attorney for Hamilton Lane Advisors, Inc.
24.6	Power of Attorney for the Mario Giannini 2008 Annuity Trust
24.7	Power of Attorney for Joseph G. Maniaci
24.8	Power of Attorney for The 2008 Sexton Des. Trust FBO Laura Sexton
24.9	Power of Attorney for The 2008 Sexton Des. Trust FBO Matthew Sexton
24.10	Power of Attorney for O. Griffith Sexton
24.11	Power of Attorney for Barbara Sexton
24.12	Power of Attorney for Oakville Number Two Trust
24.13	Power of Attorney for Rysaffe Trust Company (C.I.) Limited
24.14	Power of Attorney for The Initial Trust Under the Frederick B. Whittemore 2008 Children’s Trust Agreement Dated November 25, 2008
24.15	Power of Attorney for Edward B. Whittemore
24.16	Power of Attorney for Laurence F. Whittemore
24.17	Power of Attorney for Michael Schmertzler
24.18	Power of Attorney for Erik R. Hirsch
24.19	Power of Attorney for Juan Delgado-Moreira
24.20	Power of Attorney for Paul Yett
24.21	Power of Attorney for Randy Stilman
24.22	Power of Attorney for Kevin J. Lucey
24.23	Power of Attorney for Tara Blackburn
24.24	Power of Attorney for Stephen R. Brennan
24.25	Power of Attorney for Andrea Anigati
24.26	Power of Attorney for Michael Kelly
24.27	Power of Attorney for Jeffrey S. Meeker
24.28	Power of Attorney for Thomas Kerr
24.29	Power of Attorney for David Helgerson
24.30	Power of Attorney for Michael Donohue

SCHEDULE 13D

CUSIP No. 407497 106

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: March 16, 2017



1.	HLA Investments, LLC
	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

2.	HRHLA, LLC

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

3.	Hamilton Lane Advisors, Inc.

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

4.	/s/ Lydia Gavalis, Attorney-in-Fact
	Hartley R. Rogers

5.	/s/ Lydia Gavalis, Attorney-in-Fact
	Mario L. Giannini

6.	Mario Giannini 2008 Annuity Trust

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

7.	/s/ Lydia Gavalis, Attorney-in-Fact
	Joseph G. Maniaci

8.	/s/ Lydia Gavalis, Attorney-in-Fact
	O. Griffith Sexton

9.	/s/ Lydia Gavalis, Attorney-in-Fact
	Barbara Sexton

SCHEDULE 13D

CUSIP No. 407497 106




10.	The 2008 Sexton Des. Trust FBO Laura Sexton

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

11.	The 2008 Sexton Des. Trust FBO Matthew Sexton

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

12.	Oakville Number Two Trust

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

13.	Rysaffe Trust Company (C.I.) Limited

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

14.	The Initial Trust under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008

	By:	/s/ Lydia Gavalis
	Name:	Lydia Gavalis
	Title:	Attorney-in-Fact

15.	/s/ Lydia Gavalis, Attorney-in-Fact
	Edward B. Whittemore

16.	/s/ Lydia Gavalis, Attorney-in-Fact
	Laurence F. Whittemore

17.	/s/ Lydia Gavalis, Attorney-in-Fact
	Michael Schmertzler

SCHEDULE 13D

CUSIP No. 407497 106



18.	/s/ Lydia Gavalis, Attorney-in-Fact
	Erik R. Hirsch

19.	/s/ Lydia Gavalis, Attorney-in-Fact
	Kevin J. Lucey

20.	/s/ Lydia Gavalis, Attorney-in-Fact
	Juan Delgado-Moreira

21.	/s/ Lydia Gavalis, Attorney-in-Fact
	Randy Stilman

22.	/s/ Lydia Gavalis, Attorney-in-Fact
	Paul Yett

23.	/s/ Lydia Gavalis, Attorney-in-Fact
	Tara Blackburn

24.	/s/ Lydia Gavalis, Attorney-in-Fact
	Andrea Anigati

25.	/s/ Lydia Gavalis, Attorney-in-Fact
	Michael Kelly

26.	/s/ Lydia Gavalis, Attorney-in-Fact
	Stephen R. Brennan

27.	/s/ Lydia Gavalis, Attorney-in-Fact
	Jeffrey S. Meeker

28.	/s/ Lydia Gavalis, Attorney-in-Fact
	Thomas Kerr

29.	/s/ Lydia Gavalis, Attorney-in-Fact
	David Helgerson

30.	/s/ Lydia Gavalis, Attorney-in-Fact
	Michael Donohue

EX-1 2 jointfilingagreementex1.htm EXHIBIT 1 Exhibit

JOINT FILING AGREEMENT

In accordance with the Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including attachments thereto) with respect to the Class A common stock, par value $0.001 per share, of Hamilton Lane Incorporated, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of March 6, 2017.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned hereby executed this Joint Filing Agreement as of March 6, 2017.



HLA Investments, LLC
By:	/s/ Lydia Gavalis
Name:	Lydia Gavalis
Title:	Attorney-in-Fact

HRHLA, LLC

By:	/s/ Lydia Gavalis
Name:	Lydia Gavalis
Title:	Attorney-in-Fact

Hamilton Lane Advisors, Inc.

By:	/s/ Lydia Gavalis
Name:	Lydia Gavalis
Title:	Attorney-in-Fact

/s/ Lydia Gavalis, Attorney-in-Fact
Hartley R. Rogers

/s/ Lydia Gavalis, Attorney-in-Fact
Mario L. Giannini

/s/ Lydia Gavalis, Attorney-in-Fact
Erik R. Hirsch

/s/ Lydia Gavalis, Attorney-in-Fact
Kevin J. Lucey

/s/ Lydia Gavalis, Attorney-in-Fact
Juan Delgado-Moreira

/s/ Lydia Gavalis, Attorney-in-Fact
Randy Stilman

/s/ Lydia Gavalis, Attorney-in-Fact
Paul Yett

/s/ Lydia Gavalis, Attorney-in-Fact
Tara Blackburn

/s/ Lydia Gavalis, Attorney-in-Fact
Andrea Angiati

/s/ Lydia Gavalis, Attorney-in-Fact
Michael Kelly

/s/ Lydia Gavalis, Attorney-in-Fact
Steve Brennan

/s/ Lydia Gavalis, Attorney-in-Fact
Jeffrey Meeker

Signature Page to Joint Filing Agreement



/s/ Lydia Gavalis, Attorney-in-Fact
Thomas Kerr

/s/ Lydia Gavalis, Attorney-in-Fact
David Helgerson

/s/ Lydia Gavalis, Attorney-in-Fact
Mario Giannini 2008 Annuity Trust

/s/ Lydia Gavalis, Attorney-in-Fact
Joseph G. Maniaci

/s/ Lydia Gavalis, Attorney-in-Fact
Oakville Number Two Trust

/s/ Lydia Gavalis, Attorney-in-Fact
Rysaffe Trustee Co (C.I.) Ltd.

/s/ Lydia Gavalis, Attorney-in-Fact
John Hepburn

/s/ Lydia Gavalis, Attorney-in-Fact
O. Griffith Sexton

/s/ Lydia Gavalis, Attorney-in-Fact
The 2008 Sexton Des. Trust FBO Laura Sexton

/s/ Lydia Gavalis, Attorney-in-Fact
The 2008 Sexton Des. Trust FBO Matthew Sexton

/s/ Lydia Gavalis, Attorney-in-Fact
Barbara Sexton

/s/ Lydia Gavalis, Attorney-in-Fact
The Initial Trust Under the Frederick B. Whittemore 2008 Children's Trust Agreement dated November 25, 2008

/s/ Lydia Gavalis, Attorney-in-Fact
Edward B. Whittemore

/s/ Lydia Gavalis, Attorney-in-Fact
Laurence Whittemore

/s/ Lydia Gavalis, Attorney-in-Fact
Michael Schmertzler

/s/ Lydia Gavalis, Attorney-in-Fact
Michael Donohue

/s/ Lydia Gavalis, Attorney-in-Fact
Juan Delgado-Moreira

/s/ Lydia Gavalis, Attorney-in-Fact
Randy Stilman

/s/ Lydia Gavalis, Attorney-in-Fact
Paul Yett

/s/ Lydia Gavalis, Attorney-in-Fact
Tara Blackburn

Signature Page to Joint Filing Agreement




/s/ Lydia Gavalis, Attorney-in-Fact
Andrea Anigati

/s/ Lydia Gavalis, Attorney-in-Fact
Michael Kelly

/s/ Lydia Gavalis, Attorney-in-Fact
Stephen R. Brennan

/s/ Lydia Gavalis, Attorney-in-Fact
Jeffrey S. Meeker

/s/ Lydia Gavalis, Attorney-in-Fact
Thomas Kerr

/s/ Lydia Gavalis, Attorney-in-Fact
David Helgerson

/s/ Lydia Gavalis, Attorney-in-Fact
Michael Donohue

Signature Page to Joint Filing Agreement

EX-2 3 formoflock-upex2.htm EXHIBIT 2 Exhibit

Lock-Up Agreement

__________, 2017

J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC

As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

Re: Hamilton Lane Incorporated --- Public Offering

Ladies and Gentlemen:

The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hamilton Lane Incorporated, a Delaware corporation (the “Company”), and Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

(A) the Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement,

(B) transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering,

(D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution,

(E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned,

(F) any transfer from a trust described in clause (E) above to the undersigned,

(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock will be subject to the restrictions described in this letter agreement,

(H) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona

-2-

fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company),

(I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period,

(J) distributions of shares of Common Stock to members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned, and

(K) transfers of Common Stock or such other securities to the Company or any of its affiliates in connection with the Reorganization or as permitted under the Exchange Agreement;

provided that in the case of any transfer or distribution pursuant to clause (B) through (J), each recipient, transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) through (K), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than (i) a filing on a Form 3 or Form 4 for a transfer in connection with the Reorganization pursuant to clause (K) or (ii) a filing on a Form 5 made after the expiration of the Restricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

-3-

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective by March 31, 2017, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

[Signature page follows]

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This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours,



IF AN INDIVIDUAL:			IF AN ENTITY:
	By:
		(duly authorized signature)	(please print complete name of entity)
	Name:		By:
		(please print full name)		(duly authorized signature)

			Name:	(please print full name)

Address:			Address:



Email:			Email:

-5-

EX-24.1 4 poaex241.htm EXHIBIT 24.1 Exhibit

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Lydia Gavalis, Andrea Gore and Lauren Platko, or any of them acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Hamilton Lane Incorporated, a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 27th day of February, 2017.



HLA Investments, LLC

By: HRHLA, LLC, Managing Member

/s/ Hartley R. Rogers
Hartley R. Rogers, Manager

EX-24.2 5 poaex242.htm EXHIBIT 24.2 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 27th day of February, 2017.



HRHLA, LLC

/s/ Hartley R. Rogers
Hartley R. Rogers, Manager

EX-24.3 6 poaex243.htm EXHIBIT 24.3 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 27th day of February, 2017.



/s/ Hartley R. Rogers
Hartley R. Rogers

EX-24.4 7 poaex244.htm EXHIBIT 24.4 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16th day of February, 2017.



/s/ Mario Giannini
Mario Giannini
Chief Executive Officer

EX-24.5 8 poaex245.htm EXHIBIT 24.5 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of February, 2017.



HAMILTON LANE ADVISORS, INC
/s/ Mario L. Giannini
Mario L. Giannini, Sole Shareholder

EX-24.6 9 poaex246.htm EXHIBIT 24.6 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of February, 2017.



Mario Giannini 2008 Annuity Trust


/s/ Joseph G. Maniaci
Joseph G. Maniaci, Esquire, Trustee

EX-24.7 10 poaex247.htm EXHIBIT 24.7 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of February, 2017.



/s/ Joseph G. Maniaci
Joseph G. Maniaci

EX-24.8 11 poaex248.htm EXHIBIT 24.8 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of February, 2017.



2008 Sexton Des. Trust FBO Laura Sexton

/s/ O Griffith Sexton
O Griffith Sexton, Trustee

EX-24.9 12 poaex249.htm EXHIBIT 24.9 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of February, 2017.



2008 Sexton Des. Trust FBO Matthew Sexton

/s/ O Griffith Sexton
O Griffith Sexton, Trustee

EX-24.10 13 poaex2410.htm EXHIBIT 24.10 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ O Griffith Sexton
O Griffith Sexton

EX-24.11 14 poaex2411.htm EXHIBIT 24.11 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of February, 2017.



/s/ Barbara Sexton
Barbara Sexton, Co-Trustee of the 2008 Sexton Des.
Trust FBO Matthew Sexton and the 2008 Sexton Des.
Trust FBO Laura Sexton

EX-24.12 15 poaex2412.htm EXHIBIT 24.12 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



OAKVILLE NUMBER 2 TRUST,
Rysaffe Trust Company (CI) Limited as Trustee

/s/ Mark William Le Ray
Name: Mr. Mark William Le Ray
Title: Director

EX-24.13 16 poaex2413.htm EXHIBIT 24.13 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



Rysaffe Trustee Company (CI) Limited

/s/ Mark William Le Ray
Name: Mr. Mark William Le Ray
Title: Director

EX-24.14 17 poaex2414.htm EXHIBIT 24.14 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2017.



Frederick B. Whittemore 2008 Children's Trust
Agreement Dated 11/25/08

/s/ Edward B. Whittemore
Edward B. Whittemore, Trustee

EX-24.15 18 poaex2415.htm EXHIBIT 24.15 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2017.



/s/ Edward B. Whittemore
Edward B. Whittemore

EX-24.16 19 poaex2416.htm EXHIBIT 24.16 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ Laurence F. Whittemore
Laurence F. Whittemore

EX-24.17 20 poaex2417.htm EXHIBIT 24.17 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



/s/ Michael Schmertzler
Michael Schmertzler

EX-24.18 21 poaex2418.htm EXHIBIT 24.18 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of February, 2017.



/s/ Erik R. Hirsch
Erik R. Hirsch

EX-24.19 22 poaex2419.htm EXHIBIT 24.19 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ Juan Delgado-Moreira
Juan Delgado-Moreira

EX-24.20 23 poaex2420.htm EXHIBIT 24.20 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2017.



/s/ Paul R. Yett
Paul R. Yett

EX-24.21 24 poaex2421.htm EXHIBIT 24.21 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of February, 2017.



/s/ Randy Stilman
Randy Stilman

EX-24.22 25 poaex2422.htm EXHIBIT 24.22 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



/s/ Kevin Lucey
Kevin Lucey

EX-24.23 26 poaex2423.htm EXHIBIT 24.23 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of February, 2017.



/s/ Tara A. Blackburn
Tara A. Blackburn

EX-24.24 27 poaex2424.htm EXHIBIT 24.24 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ Stephen R. Brennan
Stephen R. Brennan

EX-24.25 28 poaex2425.htm EXHIBIT 24.25 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ Andrea Anigati
Andrea Anigati

EX-24.26 29 poaex2426.htm EXHIBIT 24.26 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2017.



/s/ Michael J. Kelly
Michael J. Kelly

EX-24.27 30 poaex2427.htm EXHIBIT 24.27 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



/s/ Jeffrey Meeker
Jeffrey Meeker

EX-24.28 31 poaex2428.htm EXHIBIT 24.28 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ Thomas J. Kerr
Thomas J. Kerr

EX-24.29 32 poaex2429.htm EXHIBIT 24.29 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 22nd day of February, 2017.



/s/ David P. Helgerson
David P. Helgerson

EX-24.30 33 poaex2430.htm EXHIBIT 24.30 Exhibit

LIMITED POWER OF ATTORNEY


3.	perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:


1.	this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


2.	any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


3.	neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of February, 2017.



/s/ Michael Donohue
Michael Donohue