CRAIN CHRISTOPHER M 4

What Happened

• Christopher M. Crain, General Counsel of Houlihan Lokey, had 2,107 shares of Class B common stock withheld on 2026-05-19 to satisfy tax liability related to existing awards. The per-share amount reported is $150.35, for a total value of approximately $316,787. The filing reports this as a derivative disposition (transaction code F — tax withholding).

Key Details

• Transaction date: 2026-05-19; Price per share: $150.35; Shares: 2,107; Total value: ~$316,787.
• Transaction code: F — payment of exercise price or tax liability (here, tax withholding to cover taxes upon vesting of awards).
• Shares owned after the transaction: not specified in the provided excerpt of the Form 4.
• Filing date: 2026-05-19 (same day as the report period) — appears timely.
• Footnotes from the filing:
  • F1: Class B common stock is convertible into Class A on a one-for-one basis (per the company's S-1); Class B has no expiration.
  • F2: The withheld shares represent amounts retained to cover taxes upon vesting under the Issuer’s 2016 Incentive Award Plan.
  • F3: Some shares are held in the HL Voting Trust; the reporting person retains investment and dispositive control over shares deposited there.

Context

• This was a routine tax-withholding (sell‑to‑cover-like) disposition tied to vested awards, not an open-market sale or purchase — it does not necessarily signal a change in the insider’s view of the company. For derivative transactions like this, shares are typically retained by the company or surrendered to cover taxes rather than being sold on the open market.