UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 3)*
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Hennessy Advisors, Inc.
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| (Name of Issuer)
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Common Stock
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| (Title of Class of Securities)
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425885100
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| (CUSIP Number)
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December 31, 2008
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[ ] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[X] |
Rule 13d-1(d) |
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The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
The information required in 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 (“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).
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CUSIP No. 425885100
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Neil J. Hennessy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
97,313
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BENEFICIALLY
OWNED |
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SHARED VOTING POWER
1,818,355
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BY EACH
REPORTING |
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SOLE DISPOSITIVE POWER
97,313
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PERSON WITH:
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SHARED DISPOSITIVE POWER
1,818,355 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,915,688
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 425885100
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Page 3 of 6 Pages
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| Item 1(a). |
Name
of Issuer: |
Hennessy Advisors, Inc.
| Item 1(b). |
Address
of Issuer's Principal Executive Offices: |
7250 Redwood Blvd., Suite
200
Novato, CA 94945
| Item 2(a). |
Name
of Person Filing: |
Neil J. Hennessy
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
7250 Redwood Blvd., Suite 200
Novato,
CA 94945
United States
| Item 2(d). |
Title
of Class or Securities: |
Common Stock
425885100
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c), check whether
the person filing is a: |
Inapplicable
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CUSIP No. 425885100
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Page 4 of 6 Pages
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| Item 4. |
Ownership
as of December 31, 2008. |
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(a) |
Amount
Beneficially Owned: |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: |
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(ii) |
shared
power to vote or to direct the vote: |
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(iii) |
sole
power to dispose or to direct the disposition of: |
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(iv) |
shared
power to dispose or to direct the disposition of: |
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* |
Includes
75,938 shares subject to presently exercisable employee stock options and 1,125
restricted stock units that vest within 60 days of December 31, 2008. |
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** |
Consists
of 1,814,855 shares held jointly with Mr. Hennessy’s spouse and 3,500 shares held by
his child. |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
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If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: |_| |
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Instruction:
Dissolution of a group requires a response to this item. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
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CUSIP No. 425885100
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Page 5 of 6 Pages
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
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CUSIP No. 425885100
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Page 6 of 6 Pages
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SIGNATURE
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.
February 9, 2009
Date
/s/ Neil J. Hennessy
Neil J. Hennessy