0001104659-18-007366.txt : 20180207 0001104659-18-007366.hdr.sgml : 20180207 20180207214734 ACCESSION NUMBER: 0001104659-18-007366 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180207 FILED AS OF DATE: 20180207 DATE AS OF CHANGE: 20180207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAWKES JAMES B CENTRAL INDEX KEY: 0001225368 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 18582644 MAIL ADDRESS: STREET 1: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 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 CITY: BROOKLYN STATE: OH ZIP: 44144 BUSINESS PHONE: 216-898-2400 MAIL ADDRESS: STREET 1: 4900 TIEDEMANN ROAD CITY: BROOKLYN STATE: OH ZIP: 44144 3 1 a3.xml 3 X0206 3 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001225368 HAWKES JAMES B C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 1 0 0 0 Class A Common 0 D Class B Common Stock Class A Common Stock 371244 D Class B Common Stock Class A Common Stock 292685 I See Footnote Mr. Hawkes does not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock. These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC. Exhibit List: Exhibit 24 - Power of Attorney /s/ James B. Hawkes 2018-02-07 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents that the undersigned hereby constitutes and appoints each of David C. Brown, Michael D. Policarpo, and Nina Gupta and Willkie Farr & Gallagher LLP, or any of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.                                      execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director or both of Victory Capital Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

2.                                      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC;

 

3.                                      seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and

 

4.                                      take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 



 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 7th day of February, 2018.

 

 

Signed and acknowledged:

 

 

 

 

 

/s/ James B. Hawkes

 

Signature

 

 

 

 

 

James B. Hawkes

 

Printed Name

 

[Signature Page to Section 16 Power of Attorney]