Filing Details
- Accession Number:
- 0001104659-21-143558
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-11-24 16:11:00
- Reporting Period:
- 2021-11-22
- Accepted Time:
- 2021-11-24 16:11:00
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1570827 | Victory Capital Holdings Inc. | VCTR | Investment Advice (6282) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1606112 | Rcp Lake Co-Invest, L.p. | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1621529 | Reverence Capital Partners Opportunities Fund I (Ai), L.p. | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1621530 | Reverence Capital Partners Opportunities Fund I, L.p. | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1621531 | Reverence Capital Partners Opportunities Fund I (Cayman), L.p. | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1729927 | R. Milton Berlinski | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1731503 | Rcp Genpar Holdco Llc | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1731545 | Rcp Genpar Lp | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1731553 | Rcp Opp Fund I Gp, L.p. | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1731555 | Rcp Co-Invest Gp Llc | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No | |
| 1731602 | Reverence Capital Partners Llc | C/O Reverence Capital Partners Llc 590 Madison Ave. New York NY 10022 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| 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 | 307,385 | $0.00 | 307,385 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-22 | 255,571 | $0.00 | 255,571 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-22 | 4,915 | $0.00 | 4,915 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-22 | 295,898 | $0.00 | 295,898 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-11-22 | 307,385 | $34.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-11-22 | 255,571 | $34.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-11-22 | 4,915 | $34.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-11-22 | 295,898 | $34.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 3,148,685 | $0.00 | 3,148,685 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 2,617,925 | $0.00 | 2,617,925 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 50,344 | $0.00 | 50,344 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 3,031,017 | $0.00 | 3,031,017 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 184,231 | $0.00 | 184,231 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-11-23 | 294,225 | $0.00 | 294,225 | No | 4 | C | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Direct |
Reported Derivative Transactions
| 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 | 307,385 | $0.00 | 307,385 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-22 | 255,571 | $0.00 | 255,571 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-22 | 4,915 | $0.00 | 4,915 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-22 | 295,898 | $0.00 | 295,898 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 3,148,685 | $0.00 | 3,148,685 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 2,617,925 | $0.00 | 2,617,925 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 50,344 | $0.00 | 50,344 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 3,031,017 | $0.00 | 3,031,017 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 184,231 | $0.00 | 184,231 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-23 | 294,225 | $0.00 | 294,225 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 3,148,685 | No | 4 | C | Indirect | ||
| 2,617,925 | No | 4 | C | Indirect | ||
| 50,344 | No | 4 | C | Indirect | ||
| 3,031,017 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Direct |
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. 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.
- Reflects the sale of Class A Shares by certain of 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 with by the Issuer with the Securities and Exchange Commission on November 18, 2021.
- Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds")
- Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P.
- Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P.
- Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P.
- RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds.
- Shares owned directly by MRB ICBC LLC, an entity which Mr. Berlinski controls.
- Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- 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 shares of Class B Shares into an equal number of shares 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.
Billionaire Hedge Funds
