0001104659-19-068393.txt : 20191127 0001104659-19-068393.hdr.sgml : 20191127 20191127184741 ACCESSION NUMBER: 0001104659-19-068393 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191126 FILED AS OF DATE: 20191127 DATE AS OF CHANGE: 20191127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gupta Nina CENTRAL INDEX KEY: 0001729988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 191259339 MAIL ADDRESS: STREET 1: 4900 TIEDEMAN 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 4 1 a4.xml 4 X0306 4 2019-11-26 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001729988 Gupta Nina C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 Chief Legal Officer Class B Common Stock 2019-11-26 4 F 0 2171 20.77 A Class A Common Stock 2171 91506 D 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 Ms. Gupta each share of Class B Common Stock held by Ms. Gupta or Ms. Gupta's permitted estate planning entities will convert into one share of Class A Common Stock. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Ms. Gupta on January 1, 2018. Such restricted shares vested in full on November 26, 2019. The net settlement price was the closing stock price on November 25, 2019. /s/ Nina Gupta, 2019-11-27