UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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)
March 20, 2023
(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:
19,133,592 (1) | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
19,133,592 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
27.4% (2) | |||||
| 14. | Type of Reporting Person:
OO | |||||
| (1) | Based upon 19,133,592 shares of Class B common stock subject to the HL Voting Trust as of March 20, 2023. This amount includes 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 50,607,995 shares of Class A common stock, (ii) 18,082,946 shares of Class B common stock, and (iii) 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of March 20, 2023. |
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:
19,133,592 (1) | |||||
| 9. | Sole Dispositive Power:
873,776 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
19,133,592 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
27.4% (2) | |||||
| 14. | Type of Reporting Person:
OO, IN | |||||
| (1) | Based upon 19,133,592 shares of Class B common stock subject to the HL Voting Trust as of March 20, 2023. This amount includes 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 50,607,995 shares of Class A common stock, (ii) 18,082,946 shares of Class B common stock, and (iii) 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of March 20, 2023. |
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:
19,133,592 (1) | |||||
| 9. | Sole Dispositive Power:
1,134,314 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
19,133,592 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
27.4% (2) | |||||
| 14. | Type of Reporting Person:
OO, IN | |||||
| (1) | Based upon 19,133,592 shares of Class B common stock subject to the HL Voting Trust as of March 20, 2023. This amount includes 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 50,607,995 shares of Class A common stock, (ii) 18,082,946 shares of Class B common stock, and (iii) 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of March 20, 2023. |
Explanatory Note
This Amendment No. 24 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 November 30, 2016 and refiled in its entirety on February 10, 2017, which was further amended on February 14, 2017, March 15, 2017, April 5, 2017, May 17, 2017, October 30, 2017, March 15, 2018, April 5, 2018, June 4, 2018, August 13, 2018, October 18, 2018, May 30, 2019, August 1, 2019, October 7, 2019, November 7, 2019, December 31, 2019, February 10, 2020, March 19, 2020, April 6, 2020, May 22, 2020, November 09, 2020, April 18, 2022, and June 24, 2022 (the Initial Schedule as amended, the “Schedule”). This Amendment is filed to reflect the increase 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. 23 dated June 24, 2022 and through March 20, 2023, there was a net decrease of 1,104,596 shares of Class B common stock in the HL Voting Trust, due to (i) the conversion of 358,862 shares of Class B common stock and subsequent donation or estate planning transfer of the 358,862 shares of Class A common stock, (ii) the forfeiture of 128,196 shares of Class B common stock in connection with terminations of employment, (iii) the withholding of 2,651 shares of Class B common stock for the payment of taxes, (iv) the issuance of 137,960 vested shares of Class B common stock in connection with acquisitions, (v) the granting of 73,970 shares of Class B common stock in connection with new equity incentive awards, and (vi) the conversion of 826,817 shares of Class B common stock and subsequent sale of 826,817 of such shares of Class A common stock in the open market.
Since Amendment No. 23 dated June 24, 2022 and through March 20, 2023, Mr. Gold: (i) converted an aggregate of 20,389 shares of Class B common stock into Class A common stock and subsequently sold such shares of Class A common stock. These shares are included in the transactions described above in this Item 3.
Since Amendment No. 23 dated June 24, 2022 and through March 20, 2023, Mr. Beiser: (i) converted an aggregate of 16,367 shares of Class B common stock into Class A common stock and subsequently sold such shares of Class A common stock, and (ii) converted an aggregate of 10,000 shares of Class B common stock into Class A common stock and subsequently donated such shares of Class A common stock to charity. These shares are included in the transactions described 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: |
19,133,592 | (1) | 19,133,592 | (1) | 19,133,592 | (1) | ||||||
| Percent of class: |
27.4 | %(2) | 27.4 | %(2)(3) | 27.4 | %(2)(4) | ||||||
| Sole power to vote or to direct the vote: |
0 | 0 | 0 | |||||||||
| Shared power to vote or to direct the vote: |
19,133,592 | (1) | 19,133,592 | (1) | 19,133,592 | (1) | ||||||
| Sole power to dispose or to direct the disposition of: |
0 | 873,776 | (3) | 1,134,314 | (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 19,133,592 shares of Class B common stock subject to the HL Voting Trust as of March 20, 2023. This amount includes 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units. |
| (2) | Based upon (i) 50,607,995 shares of Class A common stock, (ii) 18,082,946 shares of Class B common stock, and (iii) 1,050,646 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of March 20, 2023. |
| (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 873,776 shares of Class B common stock he owns (the “Beiser Shares”), which represents a dispositive power beneficial ownership percentage of 1.7% of the Issuer’s Class A common stock. The Beiser Shares include 46,392 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 1,134,314 shares of Class B common stock (the “Gold Shares”), which represents a dispositive power beneficial ownership percentage of 2.2% of the Issuer’s Class A common stock. The Gold Shares include 37,820 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: March 23, 2023
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 | |