The Schedule 13D, dated August 18, 2015, is filed by ORIX HLHZ Holding LLC, a Delaware limited liability company (“HLHZ”), and ORIX Corporation, a Japan corporation (“ORIX” and, together with HLHZ, the “Reporting Persons”), with respect to Class A Common Stock of Houlihan Lokey, Inc., a Delaware corporation (the “Issuer”), is hereby amended as set forth below. This Amendment No. 16 to Schedule 13D does not restate disclosures in the original Schedule 13D that are not being amended, and should be read in conjunction with the original Schedule 13D. Capitalized terms used but not defined herein have the meanings provided in the original Schedule 13D.

The purpose of this Amendment No. 16 is to reflect that on July 30, 2019, the Issuer and HLHZ entered into an Underwriting Agreement (the “July 2019 Underwriting Agreement”), pursuant to which HLHZ agreed to sell 3,377,935 shares of Class A Common Stock to the underwriter named therein, in connection with a registered public offering (the “July 2019 Offering”), which constituted all of the shares owned by HLHZ.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

Pursuant to that certain Stockholders’ Agreement, dated as of August 18, 2015 (the “Stockholders’ Agreement”), prior to the fifth anniversary of the Issuer’s IPO, so long as HLHZ’s Post-IPO Percentage Ownership (as defined in the Stockholders’ Agreement) is less than 10% but greater than 0%, HLHZ had the right to recommend one director nominee to the board of directors of the Issuer. As a result of recent sales of Class A Common Stock of the Issuer by HLHZ, the Stockholders’ Agreement has terminated and ORIX’s Post-IPO Percentage Ownership has decreased to 0% and the number of director nominees that ORIX is entitled to designate has been reduced from one to zero.

On August 1, 2019, the Issuer, HLHZ and the trustees of the HL Voting Trust entered into an extension agreement pursuant to which the Issuer and the trustees of the HL Voting Trust extended the date by which HLHZ must take all actions necessary to cause the HLHZ-designated director to tender his resignation within five business days of HLHZ’s Post-IPO Percentage Ownership dropping to 0% and HLHZ 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 of the HL Voting Trust to do so. HLHZ understands that the trustees of the HL Voting Trust are considering potential director candidates and plan to request HLHZ to cause their designated director to tender his resignation once they have identified their nominee for such replacement and/or the Issuer determines to reduce the size of the board of directors to eliminate any such vacancy. Such extension letter incorporated and replaced a prior waiver, dated August 13, 2018, with respect to other HLHZ-designated directors, which was entered into following the reduction of HLHZ’s Post-IPO Percentage Ownership below 10%.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

On August 1, 2019, HLHZ and ORIX ceased to directly or indirectly own any shares of the Issuer and ceased to be a party to the Stockholders’ Agreement and the Registration Rights Agreement, which are filed as Exhibits A and B hereto, respectively, and are described in the Original Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

July 2019 Underwriting Agreement

In connection with the July 2019 Offering, HLHZ entered into an underwriting agreement, by and among the Issuer, HLHZ and J.P. Morgan Securities LLC (the “July 2019 Underwriter”), pursuant to which HLHZ sold 3,377,935 shares of Class A Common Stock at a price of $45.61 per share.

July 2019 Lock-Up Agreement

In connection with the July 2019 Offering, HLHZ entered into a lock-up agreement (the “July 2019 Lock-Up Agreement”) pursuant to which HLHZ agreed, among other things and with certain exceptions, not to sell or transfer any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, for 60 days after July 30, 2019 without first obtaining the written consent of the 2019 Underwriter.

The foregoing summaries are qualified in their entirety by reference to the July 2019 Underwriting Agreement and the July 2019 Lock-Up Agreement. The July 2019 Underwriting Agreement and the July 2019 Lock-Up Agreement are filed as Exhibits C and D hereto, respectively, and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and restated as follows:

SIGNATURES

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 6, 2019

ORIX HLHZ Holding LLC

ORIX Corporation