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Filing Details

Accession Number:: 0000950103-21-018323
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-23 16:28:46
Reporting Period:: 2021-11-22

Accepted Time:: 2021-11-23 16:28:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1570827	Victory Capital Holdings Inc.	VCTR	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1505639	Crestview Partners Ii Gp, L.p.	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1559054	Crestview Advisors, L.l.c.	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No
1703029	Crestview Victory, L.p.	C/O Crestview Partners 590 Madison Avenue, 42Nd Floor New York NY 10022	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-11-22	3,646,251	$0.00	3,646,251	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-11-22	3,136,231	$34.00	510,020	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-11-22	510,020	$0.00	0	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-11-23	31,615,813	$0.00	31,615,813	No	4	C	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-11-22	3,646,251	$0.00	3,646,251	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-23	31,615,813	$0.00	31,615,813	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
31,615,813			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021.
Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration.
On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date.
Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.