0001104659-19-019264.txt : 20190402 0001104659-19-019264.hdr.sgml : 20190402 20190402133820 ACCESSION NUMBER: 0001104659-19-019264 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: Gupta Nina CENTRAL INDEX KEY: 0001729988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 19723726 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 0001729988 Gupta Nina C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 Chief Legal Officer Class B Common Stock 2019-03-31 4 A 0 43275 0 A Class A Common Stock 43275 93677 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 Ms. Gupta each share of Class B Common Stock held by Ms. Gupta or Ms. Gupta'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 14,425 aggregate shares in equal installments on each of March 31, 2020, March 31, 2021 and March 31, 2022. /s/ Nina Gupta, 2019-04-02