0000950103-21-018323.txt : 20211123 0000950103-21-018323.hdr.sgml : 20211123 20211123162846 ACCESSION NUMBER: 0000950103-21-018323 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211122 FILED AS OF DATE: 20211123 DATE AS OF CHANGE: 20211123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II GP, L.P. CENTRAL INDEX KEY: 0001505639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 211438847 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 906-0723 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Victory, L.P. CENTRAL INDEX KEY: 0001703029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 211438846 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 211438845 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 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 dp162279_4-cp2gplp.xml FORM 4 X0306 4 2021-11-22 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001505639 Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001703029 Crestview Victory, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 Class A Common Stock 2021-11-22 4 C 0 3646251 A 3646251 I See Footnote Class A Common Stock 2021-11-22 4 S 0 3136231 34.00 D 510020 I See Footnote Class A Common Stock 2021-11-22 4 J 0 510020 D 0 I See Footnote Class A Common Stock 2021-11-23 4 C 0 31615813 A 31615813 I See Footnote Class B Common Stock 2021-11-22 4 C 0 3646251 D Class A Common Stock 3646251 31615813 I See Footnote Class B Common Stock 2021-11-23 4 C 0 31615813 D Class A Common Stock 31615813 0 I See Footnote Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021. Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration. On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date. Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Exhibit 99--Joint Filer Statement By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel 2021-11-23 EX-99 2 dp162279_ex99.htm EXHIBIT 99

Exhibit 99

Joint Filer Information

Each of the following joint filers has designated Crestview Partners II GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

1.	Crestview Victory, L.P. c/o Crestview Partners 590 Madison Avenue, 42^nd Floor New York, NY 10022

2.	Crestview Advisors, L.L.C. c/o Crestview Partners 590 Madison Avenue, 42^nd Floor New York, NY 10022

Date of Event Requiring Statement: November 22, 2021

Issuer Name and Ticker or Trading Symbol: Victory Capital Holdings, Inc.

CRESTVIEW VICTORY, L.P.

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CRESTVIEW ADVISORS, L.L.C.

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

Date: November 23, 2021