UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 ("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						SCHEDULE 13G
	1.	Name of Reporting Person: William H. Hardie, III
	2.	Check the Appropriate Box if a Member of Group (See Instructions):
		(a)		o
		(b)		o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power: 0
			6.		Shared Voting Power: 0
			7.		Sole Dispositive Power: 692,276
			8.		Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 692,276
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  o
	11.	Percent of Class Represented by Amount in Row (9): 5.4%
	12.	Type of Reporting Person: IN

 

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CUSIP No. 441593100

SCHEDULE 13G

 

Item 1.
	(a)	Name of Issuer: Houlihan Lokey, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 10250 Constellation Blvd., 5th Floor, Los Angeles, California 90067
Item 2.
	(a)	Name of Person Filing: William H. Hardie, III
	(b)	Address or Principal Business Office or, if none, Residence: c/o Houlihan Lokey, Inc., 245 Park Avenue, 20th Fl., New York, NY 10167
	(c)	Citizenship or Place of Organization: United States
	(d)	Title of Class of Securities: Class A Common Stock, par value $0.001 per share
	(e)	CUSIP Number: 441593100
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not applicable.

 

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CUSIP No. 441593100

SCHEDULE 13G

 

Item 4.	Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:    692,276
	(b)	Percent of class:    5.4% (1)
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:    0 (2)
		(ii)	Shared power to vote or to direct the vote:     0
		(iii)	Sole power to dispose or to direct the disposition of:    692,276 (2)
		(iv)	Shared power to dispose or to direct the disposition of: 0

 

(1)         Based upon 12,084,524 shares of the Issuer’s Class A Common Stock outstanding as reported in the Issuer’s prospectus (Form 424B4) filed with the Securities and Exchange Commission on August 14, 2015 and Class B Common Stock (representing the right to acquire Class A Common Stock on a one-for-one conversion basis) held by the Reporting Person.  Includes 201,257 shares of unvested Class B Common Stock that are subject to forfeiture and cannot be transferred until they vest.

 

(2)         On August 18, 2015, Houlihan Lokey, Inc., a Delaware corporation (the “Issuer”), completed its initial public offering (“IPO”), in which selling stockholders and certain employees and members of the Issuer’s management, sold 12,075,000 shares of Class A common stock.  Following the closing of the IPO and the sale by the selling stockholders, certain of the selling stockholders (the “HL Holders”), including Mr. Hardie, agreed to hold their  shares of Class B common stock (the “Trust Shares”) indirectly through a new voting trust (the “HL Voting Trust”) formed pursuant to a voting trust agreement (the “Voting Trust Agreement”) under which all decisions with respect to the voting (but not the disposition) of the Trust Shares will be made by the trustees of the HL Voting Trust (the “Trustees”), in their sole and absolute discretion, without fiduciary duties of any kind to the HL Holders. Pursuant to the Voting Trust Agreement the Trustees, acting by majority vote, have voting control over the Trust Shares, but no dispositive power over any of the Trust Shares. Each HL Holder retains sole dispositive power over the shares deposited in the HL Voting Trust.

 

Item 5.	Ownership of Five Percent or Less of a Class:
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
	Not applicable.
Item 8.	Identification and Classification of Members of the Group:
	Not applicable.
Item 9.	Notice of Dissolution of Group:
	Not applicable.

 

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CUSIP No. 441593100

SCHEDULE 13G

 

Item 10.	Certifications:
	Not applicable.

 

Filed as Exhibit:

 

	Exhibit No.		Description
	99.1		Power of Attorney

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 28, 2015

 

 

WILLIAM H. HARDIE, III

 

 

By:	/s/ J. Lindsey Alley
Name:	J. Lindsey Alley
Title:	Attorney-in-Fact for William H. Hardie, III

 

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EXHIBIT 99.1

 

POWER OF ATTORNEY

SECURITIES ACT AND EXCHANGE ACT FILINGS

 

The undersigned hereby makes, constitutes and appoints each of Scott L. Beiser, J. Lindsey Alley and Christopher M. Crain as the undersigned’s attorneys-in-fact (the “Attorneys-In-Fact”), with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the undersigned:

 

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, and any amendments or exhibits thereto, with respect to the securities of Houlihan Lokey, Inc. (the “Issuer”); and

 

(b) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.

 

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

 

The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.

 

The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Commission with respect to the undersigned’s holdings of and transactions in securities of the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on August 20, 2015.

 

	/s/ William H. Hardie, III
	William H. Hardie, III