0001209191-21-026741.txt : 20210414 0001209191-21-026741.hdr.sgml : 20210414 20210414195856 ACCESSION NUMBER: 0001209191-21-026741 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: Davanzo Lawrence CENTRAL INDEX KEY: 0001485162 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 21826989 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 700 CITY: SANTA MONICA STATE: CA ZIP: 90401 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 0001485162 Davanzo Lawrence C/O VICTORY CAPITAL HOLDINGS, INC. 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 1 0 0 0 Class A Common Stock 20000 I See Footnote Class B Common Stock 2021-04-12 4 A 0 1722 28.31 A Class A Common Stock 1722 7186 D Class B Common Stock Class A Common Stock 149470 149470 I See Footnote These securities are held directly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust. 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. Davanzo, shares of Class B Common Stock held by Mr. Davanzo or Mr. Davanzo's permitted estate planning entities will convert into Class A Common Stock. These shares of Class B Common Stock were issued to Mr. Davanzo 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. Davanzo's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Davanzo's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price of the derivative security is based on the closing price of the Company's shares on April 12, 2021. The number of securities differs by 1 from the amount previously reported on the reporting person's Form 4 due to a rounding error. /s/ Nina Gupta, attorney-in-fact for Mr. Davanzo 2021-04-14