0001104659-19-020908.txt : 20190411
0001104659-19-020908.hdr.sgml : 20190411
20190411181206
ACCESSION NUMBER: 0001104659-19-020908
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: Rappaport Alan
CENTRAL INDEX KEY: 0001495443
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38388
FILM NUMBER: 19744622
MAIL ADDRESS:
STREET 1: C/O PIMCO
STREET 2: 650 NEWPORT CENTER DRIVE
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
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
0001495443
Rappaport Alan
C/O VICTORY CAPITAL HOLDINGS, INC.
4900 TIEDEMAN ROAD 4TH FLOOR
BROOKLYN
OH
44144
1
0
0
0
Class B Common Stock
2019-04-10
4
A
0
1982
15.76
A
Class A Common Stock
1982
118772
D
Class B Common Stock
Class A Common Stock
288861
288861
I
See Footnote
1. 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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock.
These shares of Class B Common Stock were issued to Mr. Rappaport 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 ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.
/s/ Nina Gupta, attorney-in-fact for Mr. Rappaport
2019-04-11