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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| CLASS B COMMON STOCK | (1) | 04/30/2016 | J | 41,294 (2) | (1) | (1) | CLASS A COMMON STOCK | 41,294 | $ 0 | 41,294 | D | ||||
| CLASS B COMMON STOCK | $ 0 | 04/30/2016 | Z | 41,294 (3) (4) | (1) | (1) | CLASS A COMMON STOCK | 41,294 | $ 0 | $ 926,422 (4) | I | BY HL VOTING TRUST | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOTZ ROBERT H C/O HOULIHAN LOKEY, INC 10250 CONSTELLATION BLVD., 5TH FLOOR LOS ANGELES, CA 90067 |
X | |||
| /s/ J. Lindsey Alley, Attorney-in-Fact for Robert H. Hotz | 05/04/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Class 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 Date (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333-205610) concerning the Issuer's initial public offering. The Class B Common Stock has no expiration date. |
| (2) | On April 30, 2016, the Issuer granted 41,294 shares of Class B Common Stock to the reporting person for services as an employee pursuant to its 2016 Incentive Award Plan, which grant was approved by the compensation committee of the board of directors of the Issuer. The shares vest in four equal annual installments following the grant date. The reporting person is subject to Section 16 of the Securities Exchange Act of 1934, as amended, solely by virtue of his position as a trustee of the HL Voting Trust (the "Voting Trust"). |
| (3) | Represents shares of Class B Common Stock deposited into the Voting Trust. The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust. |
| (4) | The 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. |