0001209191-21-019851.txt : 20210311 0001209191-21-019851.hdr.sgml : 20210311 20210311171913 ACCESSION NUMBER: 0001209191-21-019851 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210310 FILED AS OF DATE: 20210311 DATE AS OF CHANGE: 20210311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cliff Kelly Stevenson CENTRAL INDEX KEY: 0001730106 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 21734282 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 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 2021-03-10 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730106 Cliff Kelly Stevenson 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 0 1 0 0 Pres., Investment Franchises Class B Common Stock 2021-03-10 4 F 0 3211 25.35 D Class A Common Stock 3211 409932 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. Cliff each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff'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. Cliff on March 10, 2017. Such restricted shares vested on March 10, 2021. The net settlement price was the closing stock price on March 10, 2021. /s/ Nina Gupta, attorney-in-fact for Mr. Cliff 2021-03-11