SEC Form 4 · accession 0001179110-15-012423

HOULIHAN LOKEY, INC. · HLI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Irwin Gold

Officer — EXECUTIVE CHAIRMAN · Director · 10% Owner

Period of report

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 5:19 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 STOCK^F1,F2,F4	Aug 18, 2015	C	135,956	$0.00	A	135,956	D
CLASS A COMMON STOCK^F4	Aug 18, 2015	S	135,956	$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 STOCK^F1,F2,F3	—	Aug 18, 2015	A	1,813,410	A	—	—	CLASS A COMMON STOCK	1,813,410	1,813,410	D
CLASS B COMMON STOCK^F4,F2	—	Aug 18, 2015	C	135,956	D	—	—	CLASS A COMMON STOCK	135,956	1,677,454	D
CLASS B COMMON STOCK^F5,F6,F2	—	Aug 18, 2015	Z	1,677,454	D	—	—	CLASS A COMMON STOCK	1,677,454	1,677,454	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 6,943 shares of Class B Common Stock that are currently unvested and shall vest as to approximately 73% of the shares on April 30, 2016 and 27% of the shares on April 30, 2017. In addition, includes 2,976 shares that vest in substantially equal one-third installments on each of April 30, 2016, 2017 and 2018. In addition, includes 40,826 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.
F6The 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.