Christopher M. Crain, Esq. General Counsel 10250 Constellation Blvd., 5th 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 |
CUSIP No.: 441593100 | |||
1. | Name of Reporting Person: HL Voting Trust | ||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) (b) | ||
3. | SEC Use Only: | ||
4. | Source of Funds: OO | ||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||
6. | Citizenship or Place of Organization: United States | ||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. Sole Voting Power: 0 8. Shared Voting Power: 53,939,419 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 53,939,419 | ||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||
13. | Percent of Class Represented By Amount In Row (11): 80.9% (1) | ||
14. | Type of Reporting Person: OO |
(1) | Based upon 12,737,146 shares of Class A common stock and 53,939,419 shares of Class B common stock outstanding (and subject to the HL Voting Trust) as of November 30, 2016 as reported by the Issuer. |
CUSIP No.: 441593100 | |||
1. | Name of Reporting Person: Scott L. Beiser | ||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) (b) | ||
3. | SEC Use Only: | ||
4. | Source of Funds: OO | ||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||
6. | Citizenship or Place of Organization: United States | ||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. Sole Voting Power: 0 8. Shared Voting Power: 53,939,419 9. Sole Dispositive Power: 1,187,072 10. Shared Dispositive Power: 0 | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 53,939,419 | ||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||
13. | Percent of Class Represented By Amount In Row (11): 80.9% (1) | ||
14. | Type of Reporting Person: OO, IN |
(1) | Based upon 12,737,146 shares of Class A common stock and 53,939,419 shares of Class B common stock outstanding (and subject to the HL Voting Trust) as of November 30, 2016 as reported by the Issuer. |
CUSIP No.: 441593100 | |||
1. | Name of Reporting Person: Irwin N. Gold | ||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) (b) | ||
3. | SEC Use Only: | ||
4. | Source of Funds: OO | ||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||
6. | Citizenship or Place of Organization: United States | ||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. Sole Voting Power: 0 8. Shared Voting Power: 53,939,419 9. Sole Dispositive Power: 1,694,203 10. Shared Dispositive Power: 0 | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 53,939,419 | ||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||
13. | Percent of Class Represented By Amount In Row (11): 80.9% (1) | ||
14. | Type of Reporting Person: OO, IN |
(1) | Based upon 12,737,146 shares of Class A common stock and 53,939,419 shares of Class B common stock outstanding (and subject to the HL Voting Trust) as of November 30, 2016 as reported by the Issuer. |
CUSIP No.: 441593100 | |||
1. | Name of Reporting Person: Robert H. Hotz | ||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) (b) | ||
3. | SEC Use Only: | ||
4. | Source of Funds: OO | ||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||
6. | Citizenship or Place of Organization: United States | ||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. Sole Voting Power: 926,422 8. Shared Voting Power: 0 9. Sole Dispositive Power: 926,422 10. Shared Dispositive Power: 0 | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 926,422 | ||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||
13. | Percent of Class Represented By Amount In Row (11): 6.8% (1) | ||
14. | Type of Reporting Person: OO, IN |
(1) | Based upon 12,737,146 shares of Class A common stock outstanding as of November 30, 2016 as reported by the Issuer and 926,422 shares of Class B common stock held by Mr. Hotz as of November 30, 2016. |
• | Effective November 30, 2016, Mr. Hotz resigned as a trustee of the HL Voting Trust. Effective upon the resignation of Mr. Hotz, Messrs. Beiser and Gold will be the sole rustees of the HL Voting Trust. Item 2 herein is amended and restated to reflect the resignation of Mr. Hotz as trustee of the HL Voting Trust. Hereinafter, any reference to “Trustees” of the HL Voting Trust shall apply only to Messrs. Beiser and Gold. Mr. Hotz continues as a reporting person under this Amended Schedule due to his direct beneficial ownership of greater than 5% of the Issuer’s Class A common stock. Mr. Hotz no longer has beneficial ownership of the shares beneficially owned by the HL Voting Trust. |
• | As more fully described in Item 3 herein, the number of shares subject to the HL Voting Trust has, on a net basis, increased from that reported in the Initial Schedule due to (i) the grant of Class B common stock equity awards under the Issuer’s incentive award plan, (ii) the issuance of shares to employees in connection with acquisition transaction, (iii) the repurchase of shares from certain employees, (iv) the gifting of Class A common stock (subsequent to the conversion of Class B common stock into Class A common stock) by certain employees of the Issuer, (v) the release of shares from the HL Voting Trust to the estate of a deceased employee, and (vi) the forfeiture of shares of Class B common stock by certain employees of the Issuer. |
(a) | Name of Person Filing. This Schedule 13D is filed by the following (collectively, the “Reporting Persons”): |
Name | Capacity |
HL Voting Trust | Voting Trust |
Scott L. Beiser | Individually and as Trustee of the HL Voting Trust |
Irwin N. Gold | Individually and as Trustee of the HL Voting Trust |
Robert H. Hotz | Individually |
Granted To: | Number Granted |
Scott L. Beiser, individually | 45,260 |
Irwin N. Gold, individually | 26,749 |
Robert H. Hotz, individually | 41,294 |
HL Voting Trust | Scott L. Beiser | Irwin N. Gold | Robert H. Hotz | |||||||
Amount beneficially owned: | 53,939,419 | (1) | 53,939,419 | (1) | 53,939,419 | (1) | 926,422 | |||
Percent of class: | 80.9 | % | (2) | 80.9 | % | (2) (3) | 80.9 | % | (2) (4) | 6.8% (5) |
Sole power to vote or to direct the vote: | 0 | 0 | 0 | 926,422 (5) | ||||||
Shared power to vote or to direct the vote: | 53,939,419 | (1) | 53,939,419 | (1) | 53,939,419 | (1) | 0 | |||
Sole power to dispose or to direct the disposition of: | 0 | 1,187,072 | (3) | 1,694,203 | (4) | 926,422 (5) | ||||
Shared power to dispose or to direct the disposition of: | 0 | 0 | 0 | 0 |
(1) | Pursuant to the Voting Trust Agreement, Messrs. Beiser and Gold as Trustees have voting control over the Trust Shares, but dispositive power over only those shares which each directly owns. |
(2) | Based upon 12,737,146 shares of Class A common stock and 53,939,419 shares of Class B common stock outstanding (and subject to the HL Voting Trust) as of November 30, 2016 as reported by the Issuer. |
(3) | Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Beiser retains dispositive control over the 1,187,072 shares of Class B common stock he owns (the “Beiser Shares”), which represents a dispositive power beneficial ownership percentage of 8.6% of the Issuer’s Class A common stock. The Beiser Shares include 86,214 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. |
(4) | Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Gold retains dispositive control over 1,694,203 shares of Class B common stock (the “Gold Shares”), which represents a dispositive power beneficial ownership percentage of 11.8% of the Issuer’s Class A common stock. The Gold Shares include 66,911shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. |
(5) | Based upon 12,737,146 shares of Class A common stock outstanding as of November 30, 2016 as reported by the Issuer and 926,422 shares of Class B common stock held by Mr. Hotz as of November 30, 2016. Of these shares 76,979 are unvested Class B common stock subject to vesting based on continued service with the Issuer |
(c) | Transactions in the Issuer’s Common Stock within 60 Days. Except for the 2016 Gifts effected by Messrs. Beiser and Gold as set forth in Item 3 of this Amended Schedule, no other transactions in the Issuer’s Class A common stock have been effected by the Reporting Persons within the past 60 days. |
(d) | Right to Receive or Power to Direct Receipt of Dividends from or Proceeds from the Sale of Issuer Securities. The Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt |
(e) | Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit No. | Description |
99.1 | Joint Filing Agreement |
99.2 | Power of Attorney of Scott L. Beiser (incorporated by reference to Exhibit 99.2 of Schedule 13D filed August 28, 2015) |
99.3 | Power of Attorney of Irwin N. Gold (incorporated by reference to Exhibit 99.3 of Schedule 13D filed August 28, 2015) |
99.4 | Power of Attorney of Robert H. Hotz (incorporated by reference to Exhibit 99.3 of Schedule 13D filed August 28, 2015) |