SEC Form 4 · accession 0001104659-18-029981
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James B Hawkes
Director
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 9:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001570827
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF2,F3,F1 | — | Apr 30, 2018 | A | 7,534 | A | — | — | Class A Common Stock | 7,534 | 378,777 | D |
| Class B Common StockF4,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 292,685 | 292,685 | I |
Explanation of responses
- F1The 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.
- F2These shares of Class B Common Stock were issued to Mr. Hawkes at his election in lieu of director fees payable in cash in the amount of $83,333. The price of the derivative security is based on the closing price of the Company's shares on April 30, 2018.
- F3The amount reported updates the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 by 1 share due to a rounding error.
- F4These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.