0001209191-21-003385.txt : 20210113 0001209191-21-003385.hdr.sgml : 20210113 20210113143112 ACCESSION NUMBER: 0001209191-21-003385 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210111 FILED AS OF DATE: 20210113 DATE AS OF CHANGE: 20210113 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: 21525857 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 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 2021-01-11 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001495443 Rappaport Alan C/O VICTORY CAPITAL HOLDINGS, INC. 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 1 0 0 0 Class B Common Stock 2021-01-11 4 A 0 1063 23.50 A Class A Common Stock 1063 129497 D Class B Common Stock Class A Common Stock 288861 288861 I See Footnote 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 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. The price of the derivative security is based on the closing price of the Company's shares on January 11, 2021. 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 2021-01-13