0001209191-21-060354.txt : 20211013
0001209191-21-060354.hdr.sgml : 20211013
20211013160232
ACCESSION NUMBER: 0001209191-21-060354
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211011
FILED AS OF DATE: 20211013
DATE AS OF CHANGE: 20211013
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: 211321272
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
2021-10-11
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 A Common Stock
10000
I
See Footnote
Class B Common Stock
2021-10-11
4
A
0
693
36.03
A
Class A Common Stock
693
131830
D
Class B Common Stock
Class A Common Stock
288861
288861
I
See Footnote
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.
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 October 11, 2021.
/s/ Nina Gupta, attorney-in-fact for Mr. Rappaport
2021-10-13