0001104659-20-003566.txt : 20200113 0001104659-20-003566.hdr.sgml : 20200113 20200113212828 ACCESSION NUMBER: 0001104659-20-003566 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200110 FILED AS OF DATE: 20200113 DATE AS OF CHANGE: 20200113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rappaport Alan CENTRAL INDEX KEY: 0001495443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 20524864 MAIL ADDRESS: STREET 1: C/O PIMCO STREET 2: 650 NEWPORT CENTER DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 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 4 1 a4.xml 4 X0306 4 2020-01-10 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001495443 Rappaport Alan C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 1 0 0 0 Class B Common Stock 2020-01-10 4 A 0 1472 21.22 A Class A Common Stock 1472 124033 D Class B Common Stock Class A Common Stock 288861 288861 I See Footnote The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock. These shares of Class B Common Stock were issued to Mr. Rappaport at his election in lieu of director fees payable in cash in the amount of $31,250. The price of the derivative security is based on the closing price of the Company's shares on January 10, 2020. These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners. /s/ Nina Gupta, attorney-in-fact for Mr. Rappaport 2020-01-13