0001104659-18-029979.txt : 20180502 0001104659-18-029979.hdr.sgml : 20180502 20180502211415 ACCESSION NUMBER: 0001104659-18-029979 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180207 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cliff Kelly Stevenson CENTRAL INDEX KEY: 0001730106 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 18801524 MAIL ADDRESS: STREET 1: 4900 TIEDMAN ROAD CITY: BROOKLYN STATE: OH ZIP: 44144 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 3/A 1 a3a.xml 3/A X0206 3/A 2018-02-07 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730106 Cliff Kelly Stevenson C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 Pres., Investment Franchises Class B Common Stock Class A Common Stock 505319 D Stock option (right to buy) 4.73 2024-09-08 Class B Common Stock 71703 D Stock option (right to buy) 5.81 2025-10-29 Class B Common Stock 23901 D Stock option (right to buy) 7.52 2026-03-11 Class B Common Stock 17221 D Stock option (right to buy) 7.52 2026-04-15 Class B Common Stock 196837 D Mr. Cliff does not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into 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. Cliff, each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert automatically into one share of Class A Common Stock. The option has vested as to 60,441 shares. Subject to certain exceptions, the option vests as to 11,262 shares on September 8, 2018. The option has vested as to 16,393 shares. Subject to certain exceptions, the option vests as to 7,508 aggregate shares in equal installments on each of October 29, 2018 and October 29, 2019. The option has vested as to 9,106 shares. Subject to certain exceptions, the option vests as to 8,115 aggregate shares in equal installments on each of March 11, 2018, March 11, 2019 and March 11, 2020. The option has vested as to 104,086 shares. Subject to certain exceptions, the option vests as to 92,751 aggregate shares in equal installments on each of April 15, 2018, April 15, 2019 and April 15, 2020. This amendment is being filed to correct the exercise price of the reported stock options. This amendment is being filed to correct the total holdings of the reported securities. Includes 439,450 unvested restricted shares of Class B Common Stock. /s/ Nina Gupta, attorney-in-fact for Mr. Cliff 2018-05-02