| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HOULIHAN LOKEY, INC. [ HLI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/18/2015 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| CLASS A COMMON STOCK | 08/18/2015 | C | 3,917(1)(2)(4) | A | $0 | 3,917 | D | |||
| CLASS A COMMON STOCK | 08/18/2015 | S | 3,917(4) | D | $21 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| CLASS B COMMON STOCK | (2) | 08/18/2015 | A | 66,081(1)(2)(3) | (2) | (2) | CLASS A COMMON STOCK | 66,081 | $0 | 66,081 | D | ||||
| CLASS B COMMON STOCK | (2) | 08/18/2015 | C | 3,917(4) | (2) | (2) | CLASS A COMMON STOCK | 3,917 | $0 | 62,164 | D | ||||
| CLASS B COMMON STOCK | (2) | 08/18/2015 | Z | 62,164(5) | (2) | (2) | CLASS A COMMON STOCK | 62,164 | $0 | 62,164 | I | BY HL VOTING TRUST | |||
| Explanation of Responses: |
| 1. Represents shares of Class B Common Stock of the Issuer acquired by the reporting person in the merger of the Issuer into HL Transitory Merger Company, Inc. ("NewCo"), as successor to Fram Holdings Inc., with the Issuer as the surviving entity (the "Merger"), in exchange for securities of NewCo held by the reporting person (based on an exchange ratio of one Class B common share for each one cancelled NewCo share, with no additional consideration). |
| 2. 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. |
| 3. Includes 1,536 shares of Class B Common Stock that are currently unvested and vest in full on April 30, 2016. In addition, includes 4,238 shares that vest in substantially equal one-third installments on each of April 30, 2016, 2017 and 2018. In addition, includes 9,526 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. |
| 4. Represents the conversion of Class B Common Stock and subsequent sale of Class A Common Stock to the underwriters in the Offering; the shares of Class B Common Stock automatically converted into Class A Common Stock upon such sale on a one-for-one basis. |
| 5. Represents shares of Class B Common Stock deposited into the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust. |
| /s/ J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain | 08/20/2015 | |
| ** 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 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
