Sec Form 4 Filing - CRAIN CHRISTOPHER M @ HOULIHAN LOKEY, INC. - 2015-08-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person CRAIN CHRISTOPHER M 2. Issuer Name and Ticker or Trading Symbol HOULIHAN LOKEY, INC. [ HLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) GENERAL COUNSEL (Last) (First) (Middle) C/O HOULIHAN LOKEY, INC., 10250 CONSTELLATION BLVD., 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2015 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CLASS A COMMON STOCK 08/18/2015 C 3,917 ( 1 ) ( 2 ) ( 4 ) A $ 0 3,917 D CLASS A COMMON STOCK 08/18/2015 S 3,917 ( 4 ) D $ 21 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares CLASS B COMMON STOCK ( 2 ) 08/18/2015 A 66,081 ( 1 ) ( 2 ) ( 3 ) ( 2 ) ( 2 ) CLASS A COMMON STOCK 66,081 $ 0 66,081 D CLASS B COMMON STOCK ( 2 ) 08/18/2015 C 3,917 ( 4 ) ( 2 ) ( 2 ) CLASS A COMMON STOCK 3,917 $ 0 62,164 D CLASS B COMMON STOCK ( 2 ) 08/18/2015 Z 62,164 ( 5 ) ( 2 ) ( 2 ) CLASS A COMMON STOCK 62,164 $ 0 62,164 I BY HL VOTING TRUST

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CRAIN CHRISTOPHER M C/O HOULIHAN LOKEY, INC. 10250 CONSTELLATION BLVD., 5TH FLOOR LOS ANGELES, CA90067 GENERAL COUNSEL Signatures /s/ J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain 08/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class B Common Stock of the Issuer acquired by the reporting person in the merger of the Issuer into HL Transitory Merger Company, Inc. ("NewCo"), as successor to Fram Holdings Inc., with the Issuer as the surviving entity (the "Merger"), in exchange for securities of NewCo held by the reporting person (based on an exchange ratio of one Class B common share for each one cancelled NewCo share, with no additional consideration). ( 2 )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 Dates (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333- 333-205610) concerning the Issuer's initial public offering (the "Offering"). The Class B Common Stock has no expiration date. ( 3 )Includes 1,536 shares of Class B Common Stock that are currently unvested and vest in full on April 30, 2016. In addition, includes 4,238 shares that vest in substantially equal one-third installments on each of April 30, 2016, 2017 and 2018. In addition, includes 9,526 shares of Class B Common Stock that are currently unvested and vest as to one-ninth of the shares on April 30, 2016, and as to two-ninths of the shares on each of April 30, 2017, 2018, 2019 and 2020. ( 4 )Represents the conversion of Class B Common Stock and subsequent sale of Class A Common Stock to the underwriters in the Offering; the shares of Class B Common Stock automatically converted into Class A Common Stock upon such sale on a one-for-one basis. ( 5 )Represents shares of Class B Common Stock deposited into the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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