0001209191-21-066670.txt : 20211123 0001209191-21-066670.hdr.sgml : 20211123 20211123211509 ACCESSION NUMBER: 0001209191-21-066670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211123 FILED AS OF DATE: 20211123 DATE AS OF CHANGE: 20211123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEMARTINI RICHARD M CENTRAL INDEX KEY: 0001189874 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 211440905 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORP STREET 2: 9 WEST 57TH STREET NY1-301-48-02 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Victory Capital Holdings, Inc. CENTRAL INDEX KEY: 0001570827 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4900 TIEDEMANN ROAD STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 BUSINESS PHONE: 216-898-2400 MAIL ADDRESS: STREET 1: 4900 TIEDEMANN ROAD STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-23 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001189874 DEMARTINI RICHARD M C/O VICTORY CAPITAL HOLDINGS, INC. 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 1 0 0 0 Common Stock 2021-11-22 4 J 0 102239 D 0 I See Footnote Common Stock 2021-11-23 4 C 0 2333 A 2333 D Common Stock 2021-11-23 4 P 0 14341 34.90 A 14341 I By Spouse Common Stock 102239 I See Footnote Class B Common Stock 2021-11-23 4 C 0 2333 D Class A Common Stock 2333 0 D Reflects a prorata distribution of shares of Class A Common Stock of the Issuer ("Class A Shares") held by DeMartini Investors, L.P. to its limited partners for no consideration. Includes Class A Shares held by DeMartini Investors, L.P., an entity controlled by the Reporting Person. These shares were received pursuant to an exempt prorata distribution from Crestview Partners II GP, L.P., of which DeMartini Investors, L.P. is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares to the extent of his pecuniary interest therein. On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.61 to $34.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. Includes Class A Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to an exempt prorata distribution from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares except to the extent of his pecuniary interest therein. /s/ Nina Gupta, attorney-in-fact for Mr. DeMartini 2021-11-23