UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Victory Capital Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
| 92645B103 |
| (CUSIP Number) |
| 12/31/21 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. | 92645B103 |
| 1 | Names of Reporting Persons |
| Steamboat Capital Partners, LLC | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
| (a) ☐ (b) ☐ | |
| 3 | Sec Use Only |
| 4 | Citizenship or Place of Organization |
| Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5 | Sole Voting Power |
| 595,795 | ||
| 6 | Shared Voting Power | |
| 7 | Sole Dispositive Power | |
| 595,795 | ||
| 8 | Shared Dispositive Power | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 595,795 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ | |
| 11 | Percent of class represented by amount in row (9) |
| 0.9% | |
| 12 | Type of Reporting Person (See Instructions) |
| OO; IA |
Page 2 of 6
SCHEDULE 13G
| CUSIP No. | 92645B103 |
| 1 | Names of Reporting Persons |
| Parsa Kiai | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
| (a) ☐ (b) ☐ | |
| 3 | Sec Use Only |
| 4 | Citizenship or Place of Organization |
| United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5 | Sole Voting Power |
| 595,795 | ||
| 6 | Shared Voting Power | |
| 7 | Sole Dispositive Power | |
| 595,795 | ||
| 8 | Shared Dispositive Power | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 595,795 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ | |
| 11 | Percent of class represented by amount in row (9) |
| 0.9% | |
| 12 | Type of Reporting Person (See Instructions) |
| IN; HC |
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Item 1.
| (a) | Name of Issuer: |
Victory Capital Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
15935 La Cantera Parkway, San Antonio, TX 78256
| Item 2. |
| (a) | Name of Person Filing: |
This Schedule 13G is being jointly filed by (i) Steamboat Capital Partners LLC (“IA”) and (ii) Parsa Kiai.
IA is the portfolio manager for entities (including funds of which an affiliate of IA is general partner) owning shares of the Issuer. Parsa Kiai is the managing member of IA.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
| (b) | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 31 Old Wagon Road, Old Greenwich, CT 06870.
| (c) | Citizenship: |
IA is organized under the laws of Delaware. Parsa Kiai is a citizen of the United States.
| (d) | Title and Class of Securities: Common Stock, $0.01 par value |
| (e) | CUSIP No.: 92645B103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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| (g) | ☒ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership. |
See Items 5-9 and 11 of the cover page for each filer. The percentages on the cover pages are based upon the shares of capital stock as disclosed by the issuer in its most recent filing on Form 10-Q for the quarterly period ended September 30, 2021 and the amendment to the issuer’s Restated Certificate of Incorporation disclosed on Form 8-K filed on November 23, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
See Item 2 and Item 3.
| Item 8. | Identification and classification of members of the group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that to the best of my knowledge and belief the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2022
| Parsa Kiai by /s/ Jeffrey M. Rose, Attorney-in-fact |
Parsa Kiai
Steamboat Capital Partners, LLC
| By: | /s/ Jeffrey M. Rose, COO/CFO |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 6
Exhibit 99.2
Power of Attorney
In Connection With
Reports on Schedule 13G or 13D
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Rose the undersigned’s true and lawful attorney-in-fact and agent to:
(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission reports on Schedule 13G or 13D (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as the beneficial owner of more than 5% of a registered class of securities;
(2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such reports on Schedule 13G or 13D (including, in each case, amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and
(3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Exchange Act, which remain the responsibility of the undersigned.
This Power of Attorney shall remain in full force and effect until revocation by the undersigned in a signed writing delivered to the foregoing attorney-in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2022.
| /s/ Parsa Kiai | |
| Parsa Kiai |