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Section 1: SC 13D/A (SC 13D/A)

SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

 

 

Houlihan Lokey, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

441593100

(CUSIP Number)

Christopher M. Crain, Esq.

General Counsel

10250 Constellation Blvd., 5th Floor

Los Angeles, CA 90067

Telephone: (310) 788-5200

Copy to:

Steven B. Stokdyk, Esq.

Brent T. Epstein, Esq.

Latham & Watkins LLP

355 S. Grand Avenue

Los Angeles, CA 90071

Telephone: (213) 485-1234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No.: 441593100

 

  1.    

Name of Reporting Person:

 

HL Voting Trust

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

OO

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  6.  

Citizenship or Place of Organization:

 

United States

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With:

     7.     

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

21,998,937 (1)

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

0

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

21,998,937 (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

13.  

Percent of Class Represented By Amount In Row (11):

 

33.55% (2)

14.  

Type of Reporting Person:

 

OO

 

(1)

Based upon 21,998,937 shares of Class B common stock subject to the HL Voting Trust as of December 31, 2019.

(2)

Based upon (i) 43,569,993 shares of Class A common stock, and (ii) 21,998,937 shares of Class B common stock, outstanding as of December 31, 2019.


CUSIP No.: 441593100

 

  1.    

Name of Reporting Person:

 

Scott L. Beiser

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

OO

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  6.  

Citizenship or Place of Organization:

 

United States

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With:

     7.     

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

21,998,937 (1)

     9.   

Sole Dispositive Power:

 

973,393

   10.   

Shared Dispositive Power:

 

0

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

21,998,937 (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

13.  

Percent of Class Represented By Amount In Row (11):

 

33.55% (2)

14.  

Type of Reporting Person:

 

OO, IN

 

(1)

Based upon 21,998,937 shares of Class B common stock subject to the HL Voting Trust as of December 31, 2019.

(2)

Based upon (i) 43,569,993 shares of Class A common stock, and (ii) 21,998,937 shares of Class B common stock, outstanding as of December 31, 2019.


CUSIP No.: 441593100

 

  1.    

Name of Reporting Person:

 

Irwin N. Gold

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

OO

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  6.  

Citizenship or Place of Organization:

 

United States

Number of

Shares

Beneficially  

Owned By

Each

Reporting

Person

With:

     7.     

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

21,998,937 (1)

     9.   

Sole Dispositive Power:

 

1,365,957

   10.   

Shared Dispositive Power:

 

0

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

21,998,937 (1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

13.  

Percent of Class Represented By Amount In Row (11):

 

33.55% (2)

14.  

Type of Reporting Person:

 

OO, IN

 

(1)

Based upon 21,998,937 shares of Class B common stock subject to the HL Voting Trust as of December 31, 2019.

(2)

Based upon (i) 43,569,993 shares of Class A common stock, and (ii) 21,998,937 shares of Class B common stock, outstanding as of December 31, 2019.


Explanatory Note

This Amendment No. 16 to Schedule 13D (this “Amendment”) is filed to amend the Schedule 13D (the “Initial Schedule”) filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2015 by the HL Voting Trust (the “HL Voting Trust”), Scott L. Beiser, Irwin N. Gold and Robert H. Hotz, as subsequently amended on December 7, 2016 and refiled in its entirety on February 10, 2017, which was further amended on February 18, 2017, March 17, 2017, April 5, 2017, June 2, 2017, November 8, 2017, March 22, 2018, April 5, 2018, June 6, 2018, August 21, 2018, October 31, 2018, June 6, 2019, August 1, 2019, October 7, 2019 and November 7, 2019 (the Initial Schedule as amended, the “Schedule”). This Amendment is filed to reflect the reduction to outstanding ownership controlled by the HL Voting Trust.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule is hereby amended and supplemented by the addition of the following:

Since Amendment No. 15 dated November 7, 2019 and through December 31, 2019, there was a net decrease of 1,079,800 shares of Class B common stock in the HL Voting Trust, due to (i) the conversion of 119,969 shares of Class B common stock and subsequent charitable donation of the 119,969 shares of Class A common stock, (ii) the forfeiture of 16,773 shares of Class B common stock in connection with terminations of employment, (iii) the withholding of 1,350 shares of Class B common stock for the payment of taxes, (iv) the issuance of 34,694 vested shares of Class B common stock in connection with a past acquisition, (v) the grant of 3,632 shares of unvested Class B common stock under the issuer’s 2016 equity plan, and (vi) the conversion of 980,034 shares of Class B common stock and subsequent sale of 980,034 of such shares of Class A common stock in the open market.

On November 12, 2019, Mr. Beiser converted an aggregate of 27,000 shares of Class B common stock and sold the resulting 27,000 shares of Class A common stock. These shares are included in the transactions described above in this Item 3.

During December 2019, Mr. Gold converted an aggregate of 32,328 shares of Class B common stock and (i) donated to charity 8,000 of the resulting shares of Class A common stock and (ii) sold 24,328 of the resulting shares of Class A common stock. These shares are included in the transactions described in above in this Item 3.

Item 5. Interest in Securities of the Issuer

Item 5(a) and 5(b) are hereby amended and restated as set forth below. Item 5(c) is hereby updated by the information set forth above under Item 3.


5(a)-(b) The aggregate number and percentage of the class of securities of the Issuer and the voting and dispositive power of the Reporting Persons is set forth below:

 

    HL Voting Trust     Scott L. Beiser     Irwin N. Gold  

Amount beneficially owned:

    21,998,937 (1)      21,998,937 (1)      21,998,937 (1) 

Percent of class:

    33.55 %(2)      33.55 %(2)(3)      33.55 %(2)(4) 

Sole power to vote or to direct the vote:

    0       0       0  

Shared power to vote or to direct the vote:

    21,998,937 (1)      21,998,937 (1)      21,998,937 (1) 

Sole power to dispose or to direct the disposition of:

    0       973,393 (3)      1,365,957 (4) 

Shared power to dispose or to direct the disposition of:

    0       0       0  

 

(1)

Pursuant to the HL Voting Trust Agreement, Messrs. Beiser and Gold as Trustees have voting control over the shares held by the Voting Trust, but dispositive power over only those shares which each directly owns. Based upon 21,998,937 shares of Class B common stock subject to the HL Voting Trust as of December 31, 2019.

(2)

Based upon (i) 43,569,993 shares of Class A common stock, and (ii) 21,998,937 shares of Class B common stock, outstanding as of December 31, 2019.

(3)

Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Beiser retains dispositive control over the 973,393 shares of Class B common stock he owns (the “Beiser Shares”), which represents a dispositive power beneficial ownership percentage of 2.2% of the Issuer’s Class A common stock. The Beiser Shares include 51,009 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer.

(4)

Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Gold retains dispositive control over 1,365,957 shares of Class B common stock (the “Gold Shares”), which represents a dispositive power beneficial ownership percentage of 3.0% of the Issuer’s Class A common stock. The Gold Shares include 35,725 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer.

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.

  

Description

99.1    Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of Schedule 13D filed August 28, 2015)
99.2    Power of Attorney of Scott L. Beiser (incorporated by reference to Exhibit 99.2 of Schedule 13D filed August 28, 2015)
99.3    Power of Attorney of Irwin N. Gold (incorporated by reference to Exhibit 99.3 of Schedule 13D filed August 28, 2015)


SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2020

HL VOTING TRUST:

 

By:  

/s/ J. Lindsey Alley

Name:   J. Lindsey Alley
Title:   Attorney-in-Fact for Scott L. Beiser, Trustee
By:  

/s/ J. Lindsey Alley

Name:   J. Lindsey Alley
Title:   Attorney-in-Fact for Irwin N. Gold, Trustee
SCOTT L. BEISER (Individually):
By:  

/s/ J. Lindsey Alley

Name:   J. Lindsey Alley
Title:   Attorney-in-Fact for Scott L. Beiser
IRWIN N. GOLD (Individually):
By:  

/s/ J. Lindsey Alley

Name:   J. Lindsey Alley
Title:   Attorney-in-Fact for Irwin N. Gold
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