UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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., 5^th Floor

Los Angeles, CA 90067

Telephone: (310) 788-5200

Copy to:

Steven B. Stokdyk, 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)

October 30, 2017

(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 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

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CUSIP No.: 441593100

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CUSIP No.: 441593100

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Explanatory Note

This Amendment No. 6 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 and June 2, 2017 (the Initial Schedule as amended, the “Schedule”). This Amendment amends the below sections of the Schedule to reflect the underwritten public offering (“Underwritten Offering”) of 3,750,000 shares of Class A common stock, consisting of 1,825,000 shares sold by ORIX and 1,825,000 shares sold by certain of the Issuer’s employees and members of management as listed in Schedule B-2 of the Underwriting Agreement, dated October 25, 2017 (collectively, the “Selling Stockholders”), by and among the Issuer, ORIX, the Selling Stockholders and Morgan Stanley & Co. LLC, as the underwriter (the “Underwriting Agreement”). The HL Voting Trust may be deemed to beneficially own the shares of ORIX as a result of the Stockholders’ Agreement dated August 18, 2015 entered in to by ORIX and the HL Voting Trust and more fully described in the Initial Schedule. Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule.

Item 3 is hereby amended by replacing paragraphs two, three and four of the Initial Schedule with the following:

From June 2, 2017, the date of the last amendment to the Schedule, until November 3, 2017, there was a net decrease of 2,779,967 shares in the HL Voting Trust due to the conversion and subsequent donation of 45,050 shares of Class B common stock, the withholding of 806,248 shares of Class B common stock upon vesting of restricted shares (including in connection with the Conversion), the forfeiture of 88,987 shares of Class B common stock in connection with terminations of employment, the issuance of 26,492 Class B shares in connection with an acquisition, conversion and subsequent release of 21,217 Class B shares to the estate of a deceased managing director, and the granting of 30,043 new shares of Class B common stock under the Issuer’s 2016 Equity Plan.

On October 30, 2017, 1,750,000 shares of Class B common stock that were subject to the HL Voting Trust were converted to Class A common stock and the Class A common stock was sold to the underwriter for $42.00 per share ($41.625 after the underwriter’s discount) in connection with the Underwritten Offering of 3,500,000 under the Issuer’s Prospectus Supplement. ORIX sold 1,750,000 shares of Class A common stock in the Underwritten Offering.

On November 3, 2017, the underwriter completed the purchase of 250,000 additional shares pursuant to a partial exercise of its option granted in the Underwriting Agreement. 125,000 additional shares of Class B common stock that were subject to the HL Voting Trust were converted to Class A common stock and the Class A common stock was sold to the underwriter for $42.00 per share ($41.625 after the underwriter’s discount), and ORIX sold an additional 125,000 shares of Class A common stock.

Item 4 is hereby amended and supplemented by the addition of the following:

Pursuant to the Stockholders’ Agreement, prior to the fifth anniversary of the Issuer’s IPO, so long as ORIX’s Post-IPO Percentage Ownership (as defined in the Stockholders’ Agreement) was 20% or greater, ORIX had the right to recommend four director nominees to the board of directors of the Issuer. In connection with the Underwritten Offering, ORIX’s Post-IPO Percentage Ownership decreased below 20%, as a result of which, pursuant to the Stockholders’ Agreement, the number of director nominees that ORIX is entitled to recommend was reduced from four to three and the number of director nominees that the trustees of the HL Voting Trust are entitled to recommend was increased from four to five.

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In connection with the Underwritten Offering, effective as of November 3, 2017, the Issuer, ORIX and the trustees of the HL Voting Trust entered into a waiver agreement pursuant to which the Issuer and the trustees waived the provision of the Stockholders’ Agreement requiring ORIX to take all actions necessary to cause one of the ORIX-designated directors to tender his resignation within five business days of the closing of the Underwritten Offering and ORIX agreed to take all actions necessary to cause such director to tender his resignation within one business day of receiving a written request from the trustees to do so. The trustees are currently considering candidates and are in consultation with the Board, including the Independent Directors, regarding potential director candidates.

Item 5(a)-(b) is hereby amended and restated as follows:

(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 after giving effect to the Underwritten Offering is set forth below:

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Item 5(c) is hereby amended and restated as follow:

On October 30, 2017, in connection with the Underwritten Offering, Mr. Gold converted 91,453 shares, and Mr. Beiser converted 63,688 shares, of Class B common stock to Class A common stock and sold the Class A common stock to the underwriter for $42.00 per share ($41.625 after the underwriter’s discount).

On November 3, 2017, in connection with the Underwritten Offering, Mr. Gold converted 6,533 shares, and Mr. Beiser converted 4,550 shares, of Class B common stock to Class A common stock and sold the Class A common stock to the underwriter for $42.00 per share ($41.625 after the underwriter’s discount).

Item 6 is hereby amended by adding the following to the Schedule:

Underwriting Agreement. In connection with the Underwritten Offering, the Selling Stockholders entered into the Underwriting Agreement, pursuant to which the Selling Stockholders and ORIX USA sold 3,500,000 shares of Class A common stock at a price of $41.625 per share, with an option for the underwriter to purchase an additional 525,000 shares of Class A common stock at the same price.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 30, 2017.

Lock-Up Agreement. In connection with the Underwritten Offering, all of the Issuer’s directors, the Selling Stockholders and ORIX USA entered into and are subject to letter agreements (the “Lock-Up Agreement”) that restrict their ability to transfer shares of the Issuer’s capital stock until December 24, 2017, without the consent of the underwriter in the offering.

The Lock-Up Agreement provides that without the prior written consent of the underwriter, all of the Selling Stockholders, which includes Mr. Beiser, Mr. Gold and ORIX USA, will not, subject to limited exceptions, during the 60-day period ending December 24, 2017, subject to extension in specified circumstances:

The foregoing description of the Lock-Up Agreement is qualified in their entirety by reference to the full text of the Lock-Up Agreement. The form of Lock-Up Agreement is included as an exhibit to the Underwriting Agreement, filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 30, 2017.

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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: November 6, 2017

HL VOTING TRUST:

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of the attached Amendment No. 3 to Schedule 13D with respect to the securities of Houlihan Lokey, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D, as amended.

IN WITNESS WHEREOF, the undersigned hereby executed this Joint Filing Agreement as of November 6, 2017.

HL VOTING TRUST: