SEC Form 4 · accession 0001104659-18-029988
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly Stevenson Cliff
Officer — Pres., Investment Franchises
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 | $4.73 | Apr 30, 2018 | A | 3,380 | A | Apr 30, 2018 | Sep 8, 2024 | Class B Common Stock | 3,380 | 75,083 | D |
| Stock Option (right to buy)F2 | $5.81 | Apr 30, 2018 | A | 1,126 | A | Apr 30, 2018 | Oct 29, 2025 | Class B Common Stock | 1,126 | 25,027 | D |
| Stock Option (right to buy)F3 | $7.52 | Apr 30, 2018 | A | 813 | A | Apr 30, 2018 | Mar 11, 2026 | Class B Common Stock | 813 | 18,034 | D |
| Stock Option (right to buy)F4 | $7.52 | Apr 30, 2018 | A | 9,273 | A | Apr 30, 2018 | Apr 15, 2026 | Class B Common Stock | 9,273 | 206,110 | D |
| Stock Option (right to buy)F5 | $13.52 | Apr 30, 2018 | A | 4,496 | A | Apr 30, 2018 | Mar 10, 2027 | Class B Common Stock | 4,496 | 91,926 | D |
Explanation of responses
- F1On September 8, 2014, the reporting person was granted an option to purchase 75,083 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")). 3,380 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 reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the "Form 3"), 71,703 of the shares have vested or will vest based on the passage of time.
- F2On October 29, 2015, the reporting person was granted an option to purchase 25,027 shares of Class B Common Stock (after giving effect to the Stock Split). 1,126 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, 23,901 of the shares have vested or will vest based on the passage of time.
- F3On March 11, 2016, the reporting person was granted an option to purchase 18,034 shares of Class B Common Stock (after giving effect to the Stock Split). 813 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, 17,221 of the shares have vested or will vest based on the passage of time.
- F4On April 15, 2016, the reporting person was granted an option to purchase 206,110 shares of Class B Common Stock (after giving effect to the Stock Split). 9,273 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, 196,837 of the shares have vested or will vest based on the passage of time.
- F5On March 10, 2017, the reporting person was granted an option to purchase 99,920 shares of Class B Common Stock (after giving effect to the Stock Split). 12,490 of the shares vest based on the satisfaction of certain performance criteria, which were met for 4,496 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, 87,430 of the shares have vested or will vest based on the passage of time.