0001104659-19-019263.txt : 20190402
0001104659-19-019263.hdr.sgml : 20190402
20190402133805
ACCESSION NUMBER: 0001104659-19-019263
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: Brown David Craig
CENTRAL INDEX KEY: 0001730370
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38388
FILM NUMBER: 19723724
MAIL ADDRESS:
STREET 1: 4900 TIEDEMAN 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
0001730370
Brown David Craig
C/O VICTORY CAPITAL HOLDINGS, INC.
4900 TIEDEMAN ROAD 4TH FLOOR
BROOKLYN
OH
44144
0
1
0
0
Chairman and CEO
Class B Common Stock
2019-03-31
4
A
0
137150
0
A
Class A Common Stock
137150
1840638
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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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 45,717 aggregate shares on March 31, 2020, 45,717 aggregate shares on March 31, 2021, and 45,716 aggregate shares on March 31, 2022.
The amount reported updates the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 by 2 shares due to a rounding error.
/s/ Nina Gupta, attorney-in-fact for Mr. Brown
2019-04-02