0001104659-19-020917.txt : 20190411
0001104659-19-020917.hdr.sgml : 20190411
20190411185621
ACCESSION NUMBER: 0001104659-19-020917
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190410
FILED AS OF DATE: 20190411
DATE AS OF CHANGE: 20190411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HAWKES JAMES B
CENTRAL INDEX KEY: 0001225368
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38388
FILM NUMBER: 19744684
MAIL ADDRESS:
STREET 1: 255 STATE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
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
2019-04-10
0
0001570827
Victory Capital Holdings, Inc.
VCTR
0001225368
HAWKES JAMES B
C/O VICTORY CAPITAL HOLDINGS, INC.
4900 TIEDEMAN ROAD 4TH FLOOR
BROOKLYN
OH
44144
1
0
0
0
Class A Common Stock
202000
D
Class A Common Stock
90000
I
See Footnote
Class A Common Stock
54371
I
See Footnote
Class B Common Stock
2019-04-10
4
A
0
1982
15.76
A
Class A Common Stock
1982
390252
D
Class B Common Stock
Class A Common Stock
292685
292685
I
See Footnote
The "Amount of Securities Beneficially Owned Following Reported Transaction" is being corrected on this Form 4 because of administrative errors in previous Form 4s filed by Mr. Hawkes. It was mistakenly reported that (i) 45,000 shares were direct holdings of Mr. Hawkes in the Form 4 filed on February 12, 2018, and (ii) 1,071 shares were direct holdings of Mr. Hawkes in the Form 4 filed on February 14, 2018. These 46,071 securities are held directly by James B Hawkes 2012 Revocable U/A DTD 12/10/2012, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012 except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012. Mr. Hawkes holds 202,000 shares directly.
These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.
These securities are held directly by James B Hawkes 2012 Revocable U/A DTD 12/10/2012, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012 except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012. The number of shares held has been updated from the number reported on the Form 4 filed on December 21, 2018 to reflect an additional 47,071 shares that were mistakenly reported as direct holdings of James B. Hawkes.
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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.
These shares of Class B Common Stock were issued to Mr. Hawkes at his election in lieu of director fees payable in cash in the amount of $31,250. The price of the derivative security is based on the closing price of the Company's shares on April 10, 2019.
These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC
/s/ Nina Gupta, attorney-in-fact for Mr. Hawkes
2019-04-11