0001209191-21-026578.txt : 20210414 0001209191-21-026578.hdr.sgml : 20210414 20210414090929 ACCESSION NUMBER: 0001209191-21-026578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210412 FILED AS OF DATE: 20210414 DATE AS OF CHANGE: 20210414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HURST ROBERT J/NY CENTRAL INDEX KEY: 0001090366 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 21824652 MAIL ADDRESS: STREET 1: C/O GOLDMAN SACHS GROUP INC STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 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 2021-04-12 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001090366 HURST ROBERT J/NY C/O VICTORY CAPITAL HOLDINGS, INC. 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 1 0 0 0 Class B Common Stock 2021-04-12 4 A 0 1633 28.31 A Class A Common Stock 1633 7097 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. Hurst, shares of Class B Common Stock held by Mr. Hurst will convert into Class A Common Stock. These shares of Class B Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250. The price of the derivative security is based on the closing price of the Company's shares on April 12, 2021. /s/ Nina Gupta, attorney-in-fact for Mr. Hurst 2021-04-14