0001104659-19-019261.txt : 20190402 0001104659-19-019261.hdr.sgml : 20190402 20190402133735 ACCESSION NUMBER: 0001104659-19-019261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cliff Kelly Stevenson CENTRAL INDEX KEY: 0001730106 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 19723722 MAIL ADDRESS: STREET 1: 4900 TIEDMAN ROAD CITY: BROOKLYN STATE: OH ZIP: 44144 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 2019-03-31 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730106 Cliff Kelly Stevenson C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 President Investment Franchise Class B Common Stock 2019-03-31 4 A 0 47936 0 A Class A Common Stock 47936 553255 D 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. Cliff each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert into one share of Class A Common Stock. Subject to certain exceptions, the shares of Class B Common Stock vest as to 15,979 aggregate shares on March 31, 2020, 15,979 aggregate shares on March 31, 2021, and 15, 978 aggregate shares on March 31, 2022. /s/ Nina Gupta, attorney-in-fact for Mr. Cliff 2019-04-02