The Schedule 13D, dated August 18, 2015, is filed by ORIX HLHZ Holding LLC, a Delaware limited liability company (“HLHZ”), and ORIX Corporation, a Japan corporation (“ORIX” and, together with HLHZ, the “Reporting Persons”), with respect to Class A Common Stock of Houlihan Lokey, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto, dated February 6, 2017, Amendment No. 2 thereto, dated March 15, 2017 and Amendment No. 3 thereto, dated May 17, 2017 (as so amended, the “Original Schedule 13D”), is hereby further amended as set forth below. This Amendment No. 4 to Schedule 13D does not restate disclosures in the Original Schedule 13D that are not being amended, and should be read in conjunction with the Original Schedule 13D. Capitalized terms used but not defined herein have the meanings provided in the Original Schedule 13D.
The purpose of this Amendment No. 4 is to report the conversion by HLHZ of 1,500,000 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock on July 26, 2017.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated as follows:
The 45,074,298 shares of Class A Common Stock reported as beneficially owned by the Reporting Persons consist of the following. Other than the 3,000,000 shares of Class A Common Stock held by HLHZ, these shares are receivable upon conversion of a like number of shares of Class B Common Stock:
| Shares of Class A Common Stock Beneficially Owned | Percentage of Class A Common Stock Represented (a) |
Reporting Persons | 14,710,331 | 40.2% |
HL Voting Trust | 30,363,967 (b) | 55.0% |
Total | 45,074,298 | 67.3% |
(a) | Based on (i) 23,382,144 shares of Class A Common Stock outstanding as of July 21, 2017 as reported in the Issuer’s Form DEF 14A, filed with the Securities and Exchange Commission on July 26, 2017, plus (ii) 1,500,000 shares of Class A Common Stock newly issued upon conversion of an equivalent number of shares of Class B Common Stock held by HLHZ on July 26, 2017. Each calculation assumes conversion of the Class B Common Stock into the number of shares of Class A Common Stock listed in that row and assumes no other holders of Class B Common Stock convert their shares. |
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(b) | Based on 30,363,967 shares of Class B Common Stock subject to the HL Voting Trust pursuant to the Issuer’s Form DEF 14A, filed with the Securities and Exchange Commission on July 26, 2017. |
By reason of the Stockholders’ Agreement, the Reporting Persons may be deemed to beneficially own the shares in the HL Voting Trust; however, the Reporting Persons disclaim beneficial ownership of such shares. Together, the parties to the Stockholders’ Agreement hold 95.1% of the voting power of the Issuer’s outstanding capital stock.
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares beneficially owned by any of the Reporting Persons.