SEC Form 4 · accession 0001179110-15-012414
HOULIHAN LOKEY, INC. · HLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Joseph Adelson
Officer — CO-PRESIDENT · Director
Period of report
Aug 18, 2015
Accepted (ET)
Aug 20, 2015 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001302215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCKF1,F2,F4 | Aug 18, 2015 | C | 67,848 | $0.00 | A | 67,848 | D | |
| CLASS A COMMON STOCKF4 | Aug 18, 2015 | S | 67,848 | $21.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CLASS B COMMON STOCKF1,F2,F3 | — | Aug 18, 2015 | A | 1,158,303 | A | — | — | CLASS A COMMON STOCK | 1,158,303 | 1,158,303 | D |
| CLASS B COMMON STOCKF4,F2 | — | Aug 18, 2015 | C | 67,848 | D | — | — | CLASS A COMMON STOCK | 67,848 | 1,090,455 | D |
| CLASS B COMMON STOCKF5,F2 | — | Aug 18, 2015 | Z | 1,090,455 | D | — | — | CLASS A COMMON STOCK | 1,090,455 | 1,090,455 | I |
Explanation of responses
- F1Represents 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).
- F2Class 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.
- F3Includes 7,252 shares of Class B Common Stock that are currently unvested and of which approximately 75% will vest on April 30, 2016 and 25% will vest on April 30, 2017. In addition, includes 6,071 shares that vest in substantially equal one-third installments on each of April 30, 2016, 2017 and 2018. In addition, includes 170,112 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.
- F4Represents 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.
- F5Represents 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.