UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
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)
September 20, 2024
(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:
16,777,727 (1) | |||
| 9. | Sole Dispositive Power:
0 | |||
| 10. | Shared Dispositive Power:
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
16,777,727 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
23.9% (2) | |||||
| 14. | Type of Reporting Person:
OO | |||||
| (1) | Based upon 16,777,727 shares of Class B common stock subject to the HL Voting Trust as of September 20, 2024. This amount includes 622,435 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 53,350,764 shares of Class A common stock, (ii) 16,155,292 shares of Class B common stock, and (iii) 622,435 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of September 20, 2024. |
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:
16,777,727 (1) | |||
| 9. | Sole Dispositive Power:
848,525 | |||
| 10. | Shared Dispositive Power:
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
16,777,727 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
23.9% (2) | |||||
| 14. | Type of Reporting Person:
OO, IN | |||||
| (1) | Based upon 16,777,727 shares of Class B common stock subject to the HL Voting Trust as of September 20, 2024. This amount includes 622,435 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 53,350,764 shares of Class A common stock, (ii) 16,155,292 shares of Class B common stock, and (iii) 622,435 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of September 20, 2024. |
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:
16,777,727 (1) | |||
| 9. | Sole Dispositive Power:
1,100,110 | |||
| 10. | Shared Dispositive Power:
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
16,777,727 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
23.9% (2) | |||||
| 14. | Type of Reporting Person:
OO, IN | |||||
| (1) | Based upon 16,777,727 shares of Class B common stock subject to the HL Voting Trust as of September 20, 2024. This amount includes 622,435 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 53,350,764 shares of Class A common stock, (ii) 16,155,292 shares of Class B common stock, and (iii) 622,435 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of September 20, 2024. |
CUSIP No.: 441593100
| 1. | Name of Reporting Person:
Scott J. Adelson | |||||
| 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:
16,777,727 (1) | |||
| 9. | Sole Dispositive Power:
880,282 | |||
| 10. | Shared Dispositive Power:
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
16,777,727 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
23.9% (2) | |||||
| 14. | Type of Reporting Person:
OO, IN | |||||
| (1) | Based upon 16,777,727 shares of Class B common stock subject to the HL Voting Trust as of September 20, 2024. This amount includes 622,435 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 53,350,764 shares of Class A common stock, (ii) 16,155,292 shares of Class B common stock, and (iii) 622,435 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of September 20, 2024. |
Explanatory Note
This Amendment No. 28 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, November 7, 2019, December 31, 2019, February 10, 2020, March 19, 2020, April 10, 2020, May 26, 2020, November 09, 2020, April 18, 2022, June 24, 2022, March 20, 2023, October 6, 2023, April 2, 2024, and August 23, 2024 (the Initial Schedule as amended, the “Schedule”). This Amendment is filed to reflect the addition of Scott J. Adelson as a trustee of the HL Voting Trust. Hereinafter, any reference to “Trustees” of the HL Voting Trust shall apply to Messrs. Beiser, Gold and Adelson.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule.
| Item 2. | Identity and Background |
Item 2 of the Schedule is hereby amended and supplemented to provide information regarding Scott J. Adelson as follows:
| (a) | Name of Person. Scott J. Adelson, individually, and as Trustee of the HL Voting Trust. |
| (b) | Principal Business Address of Scott J. Adelson: Houlihan Lokey, Inc., 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067. |
| (c) | Present Principal Occupation or Employment of Scott J. Adelson and the Name, Principal Business and Address of any Corporation or other Organization in which such Employment is Conducted: Chief Executive Officer of Houlihan Lokey, Inc., 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067 |
| (d) | Criminal Proceedings. Within the last five years, Scott J. Adelson has not been convicted in any criminal proceedings. |
| (e) | Civil Proceedings. Within the last five years, Scott J. Adelson has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship. Scott J. Adelson is a citizen of the United States. |
| 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. 27 filed on August 23, 2024 and through September 20, 2024, there was a net decrease of 108,928 shares of Class B common stock in the HL Voting Trust, due to (i) the conversion of 3,318 shares of Class B common stock and subsequent donation or estate planning transfer of the 3,318 shares of Class A common stock, (ii) the forfeiture of 29,660 shares of Class B common stock and restricted stock units in connection with terminations of employment, (iii) the withholding of 336 shares of Class B common stock for the payment of taxes, and (iv) the conversion of 75,614 shares of Class B common stock and subsequent sale of 75,614 of such shares of Class A common stock in the open market.
| 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 | Scott J. Adelson |
|||||||||||||
| Amount beneficially owned: |
16,777,727 | (1) | 16,777,727 | (1) | 16,777,727 | (1) | 16,777,727 | (1) | ||||||||
| Percent of class: |
23.9 | % (2) | 23.9 | % (2)(3) | 23.9 | %(2)(4) | 23.9 | %(2)(5) | ||||||||
| Sole power to vote or to direct the vote: |
0 | 0 | 0 | 0 | ||||||||||||
| Shared power to vote or to direct the vote: |
16,777,727 | (1) | 16,777,727 | (1) | 16,777,727 | (1) | 16,777,727 | (1) | ||||||||
| Sole power to dispose or to direct the disposition of: |
0 | |
848,525 |
(3) |
1,100,110 | (4) | 880,282 | (5) | ||||||||
| Shared power to dispose or to direct the disposition of: |
0 | 0 | 0 | |||||||||||||
| (1) | Pursuant to the HL Voting Trust Agreement, Messrs. Adelson, 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 16,777,727 shares of Class B common stock subject to the HL Voting Trust as of September 20, 2024. This amount includes 622,435 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 53,350,764 shares of Class A common stock, (ii) 16,155,292 shares of Class B common stock, and (iii) 622,435 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of September 20, 2024. |
| (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 848,525 shares of Class B common stock he owns (the “Beiser Shares”), which represents a dispositive power beneficial ownership percentage of 1.6% of the Issuer’s Class A common stock. The Beiser Shares include 36,141 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 1,100,110 shares of Class B common stock (the “Gold Shares”), which represents a dispositive power beneficial ownership percentage of 2.0% of the Issuer’s Class A common stock. The Gold Shares include 28,044 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. |
| (5) | Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Adelson retains dispositive control over 880,282 shares of Class B common stock (the “Adelson Shares”), which represents a dispositive power beneficial ownership percentage of 1.6% of the Issuer’s Class A common stock. The Adelson Shares include 55,540 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 | |||||
| 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) | |||||
| 99.4* | Power of Attorney of Scott J. Adelson | |||||
| * | Filed herewith |
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: September 24, 2024
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 | |
| By: | /s/ J. Lindsey Alley | |
| Name: | J. Lindsey Alley | |
| Title: | Attorney-in-Fact for Scott J. Adelson, 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 | |
| SCOTT J. ADELSON (Individually): | ||
| By: | /s/ J. Lindsey Alley | |
| Name: | J. Lindsey Alley | |
| Title: | Attorney-in-Fact for Scott J. Adelson | |