0001209191-20-042297.txt : 20200713
0001209191-20-042297.hdr.sgml : 20200713
20200713165528
ACCESSION NUMBER: 0001209191-20-042297
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200710
FILED AS OF DATE: 20200713
DATE AS OF CHANGE: 20200713
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: 201025678
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
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
2020-07-10
0
0001570827
Victory Capital Holdings, Inc.
VCTR
0001225368
HAWKES JAMES B
C/O VICTORY CAPITAL HOLDINGS, INC.
15935 LA CANTERA PARKWAY
SAN ANTONIO
TX
78256
1
0
0
0
Class A Common Stock
277467
I
See Footnote
Class A Common Stock
71000
I
See Footnote
Class A Common Stock
90000
I
See Footnote
Class A Common Stock
2000
D
Class B Common Stock
2020-07-10
4
A
0
2666
18.75
A
Class A Common Stock
2666
401677
D
Class B Common Stock
Class A Common Stock
292685
292685
I
See Footnote
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.
These securities are held directly by Hawkes Nest, LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Nest, 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 Nest, LLC.
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.
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: (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. Hawkes' election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Compensation Committee payable in cash in the amount of $1,875, (iv) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Nominating & Governance Committee payable in cash in the amount of $1,875. The price of the derivative security in each case is based on the closing price of the Company's shares on July 10, 2020.
/s/ Nina Gupta, attorney-in-fact for Mr. Hawkes
2020-07-13