SEC Form 4 · accession 0001104659-18-029986
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Dennis Policarpo
Officer — Chief Operating Officer
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 9:28 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $2.45 | Apr 30, 2018 | A | 8,087 | A | Apr 30, 2018 | Jul 31, 2023 | Class B Common Stock | 8,087 | 179,719 | D |
| Stock Option (right to buy)F2 | $2.45 | Apr 30, 2018 | A | 1,655 | A | Apr 30, 2018 | Feb 5, 2024 | Class B Common Stock | 1,655 | 36,790 | D |
| Stock Option (right to buy)F3 | $4.73 | Apr 30, 2018 | A | 1,407 | A | Apr 30, 2018 | Dec 17, 2024 | Class B Common Stock | 1,407 | 31,284 | D |
| Stock Option (right to buy)F4 | $7.52 | Apr 30, 2018 | A | 2,087 | A | Apr 30, 2018 | Mar 11, 2026 | Class B Common Stock | 2,087 | 46,374 | D |
| Stock Option (right to buy)F5 | $7.52 | Apr 30, 2018 | A | 6,957 | A | Apr 30, 2018 | Apr 15, 2026 | Class B Common Stock | 6,957 | 154,582 | D |
| Stock Option (right to buy)F6 | $13.52 | Apr 30, 2018 | A | 2,998 | A | Apr 30, 2018 | Mar 10, 2027 | Class B Common Stock | 2,998 | 61,284 | D |
Explanation of responses
- F1On July 31, 2013, the reporting person was granted an option to purchase 179,719 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 8,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 171,632 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 (the "Form 3") due to a rounding error.
- F2On February 5, 2014, the reporting person was granted an option to purchase 36,790 shares of Class B Common Stock (after giving effect to the Stock Split). 1,655 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 35,135 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.
- F3On December 17, 2014, the reporting person was granted an option to purchase 31,284 shares of Class B Common Stock (after giving effect to the Stock Split). 1,407 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 29,877 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.
- F4On March 11, 2016, the reporting person was granted an option to purchase 46,374 shares of Class B Common Stock (after giving effect to the Stock Split). 2,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 44,287 of the shares have vested or will vest based on the passage of time.
- F5On April 15, 2016, the reporting person was granted an option to purchase 154,582 shares of Class B Common Stock (after giving effect to the Stock Split). 6,957 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 147,625 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.
- F6On March 10, 2017, the reporting person was granted an option to purchase 66,613 shares of Class B Common Stock (after giving effect to the Stock Split). 8,327 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,998 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.