SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2015 | 3. Issuer Name and Ticker or Trading Symbol HOULIHAN LOKEY, INC. [ HLI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| CLASS B. COMMON STOCK | (1) | (1) | CLASS A COMMON STOCK | 885,128(2)(3) | 0 | I | BY HL VOTING TRUST |
| Explanation of Responses: |
| 1. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, upon any transfer and automatically upon the Final Conversion Dates (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333- 333-205610) concerning the Issuer's initial public offering (the "Offering"). The Class B Common Stock has no expiration date. |
| 2. Includes 7,087 shares of Class B Common Stock that are currently unvested and vest as to 62% of the shares on April 30, 2016 and 38% of the shares on April 30, 2017, and 8,690 shares that vest in substantially equal one-third installments on each of April 30, 2016, 2017 and 2018, and 40,827 shares of Class B Common stock that are currently unvested and vest as to one-ninth of the shares on April 30, 2016, and as to two-ninths of the shares on each of April 30, 2017, 2018, 2019 and 2020. In each case, vesting is subject to continued service through each applicable vesting date. |
| 3. The shares are held by the HL Voting Trust (the "Voting Trust") and the reporting person is a trustee of the Voting Trust. The trustees of the Voting Trust have shared voting control over the shares deposited into the Voting Trust. The reporting person has a pecuniary interest in and investment control over the shares reported herein. |
| Remarks: |
| Exhibit List - Exhibit 24 (Power of Attorney) |
| /s/ J. Lindsey Alley, Attorney-in-Fact for Robert H. Hotz | 08/28/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||