0001209191-21-001365.txt : 20210105 0001209191-21-001365.hdr.sgml : 20210105 20210105173435 ACCESSION NUMBER: 0001209191-21-001365 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210101 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 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: 21507383 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 STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 BUSINESS PHONE: 216-898-2400 MAIL ADDRESS: STREET 1: 4900 TIEDEMANN ROAD STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-01 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730370 Brown David Craig 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 0 1 0 0 Chairman and CEO Class B Common Stock 2021-01-01 4 F 0 55165 24.81 D Class A Common Stock 55165 1688378 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. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown on January 1, 2018. Such restricted shares vested on January 1, 2021. The net settlement price was the closing stock price on December 31, 2020. /s/ Nina Gupta, attorney-in-fact for Mr. Brown 2021-01-05