0001104659-20-022441.txt : 20200218 0001104659-20-022441.hdr.sgml : 20200218 20200218160824 ACCESSION NUMBER: 0001104659-20-022441 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200213 FILED AS OF DATE: 20200218 DATE AS OF CHANGE: 20200218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown David Craig CENTRAL INDEX KEY: 0001730370 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 20625355 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 2020-02-13 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730370 Brown David Craig C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 President, CFO & CAO Class B Common Stock 2020-02-13 4 F 0 57625 23.16 A Class A Common Stock 57625 1719882 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 Mr. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown' 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 Mr. Brown on March 31, 2017 and January 1, 2018. Such restricted shares vested in full on February 13, 2020. The net settlement price was the closing stock price on February 12, 2020. /s/ Nina Gupta, attorney-in-fact for Mr. Brown 2020-02-18