SEC Form 3 · accession 0000950103-18-001697
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert J/ny Hurst
Director
Richard M Demartini
Director
Crestview Partners II GP, L.P.
Director · 10% Owner
Crestview Advisors, L.L.C.
Director · 10% Owner
Alex J. Binderow
Director
Crestview Victory, L.P.
Director · 10% Owner
Period of report
Feb 7, 2018
Accepted (ET)
Feb 7, 2018 · 9:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001570827
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4,F5 | holding | — | — | — | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3,F4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 35,251,137 | — | I |
Explanation of responses
- F1The Reporting Persons do not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Shares"); provided, that the shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by Crestview Victory, L.P. ("Crestview Victory") and reported in Table II of this Form 3 are convertible at any time by Crestview Victory on a one-for-one basis into Class A Shares and have no expiration date. Class B Shares will convert automatically into Class A Shares on the date on which the number of outstanding Class B Shares represents less than 10% of the aggregate combined number of outstanding Class A Shares and Class B Shares. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended restated certificate of incorporation.
- F2Crestview Victory GP, LLC is the general partner of Crestview Victory. Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds") are members of Crestview Victory GP, LLC and limited partners of Crestview Victory. Crestview Partners II GP, L.P. is the general partner of each of the Crestview Funds. Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds.
- F3Crestview Partners II GP, L.P. and the Crestview Funds may be deemed to be beneficial owners of the Class B Shares owned directly by Crestview Victory.
- F4Alex Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. DeMartini and Mr. Hurst are indirect members of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. Binderow is a partner of each Crestview, L.L.C. and Crestview Advisors, L.L.C.
- F5Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.