0001209191-21-066226.txt : 20211122 0001209191-21-066226.hdr.sgml : 20211122 20211122194611 ACCESSION NUMBER: 0001209191-21-066226 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211122 FILED AS OF DATE: 20211122 DATE AS OF CHANGE: 20211122 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: 211434274 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 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 2021-11-22 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730370 Brown David Craig 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 0 1 0 0 Chairman and CEO Class A Common Stock 2021-11-22 4 P 0 29400 34.62 A 45900 D Class B Common Stock Class A Common Stock 1631188 1631188 D The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.94 to $35.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4. 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. /s/ Nina Gupta, attorney-in-fact for Mr. Brown 2021-11-22