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Filing Details

Accession Number:: 0001209191-21-066670
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-23 21:15:09
Reporting Period:: 2021-11-23

Accepted Time:: 2021-11-23 21:15:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1570827	Victory Capital Holdings Inc.	VCTR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1189874	M Richard Demartini	C/O Victory Capital Holdings, Inc. 15935 La Cantera Parkway San Antonio TX 78256		Yes	No	No	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
Common Stock	Disposition	2021-11-22	102,239	$0.00	0	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2021-11-23	2,333	$0.00	2,333	No	4	C	Direct
Common Stock	Acquisiton	2021-11-23	14,341	$34.90	14,341	No	4	P	Indirect	By Spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	C	Direct
No	4	P	Indirect	By Spouse

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	2021-11-23	2,333	$0.00	2,333	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	102,239	Indirect	See Footnote

Footnotes

Reflects a prorata distribution of shares of Class A Common Stock of the Issuer ("Class A Shares") held by DeMartini Investors, L.P. to its limited partners for no consideration.
Includes Class A Shares held by DeMartini Investors, L.P., an entity controlled by the Reporting Person. These shares were received pursuant to an exempt prorata distribution from Crestview Partners II GP, L.P., of which DeMartini Investors, L.P. is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares to the extent of his pecuniary interest therein.
On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.61 to $34.95, 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 to this Form 4.
Includes Class A Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to an exempt prorata distribution from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares except to the extent of his pecuniary interest therein.