SEC Form 4 · accession 0001104659-18-044678

Victory Capital Holdings, Inc. · VCTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jul 10, 2018

Accepted (ET)

Jul 11, 2018 · 4:01 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.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F3,F1,F2	—	Jul 10, 2018	A	615	A	—	—	Class A Common Stock	615	19,124	D

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.
F2In 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 Ms. Hirtler-Garvey, shares of Class B Common Stock held by Ms. Hirtler-Garvey or Ms. Hirtler-Garvey's permitted estate planning entities will convert into Class A Common Stock.
F3These shares of Class B Common Stock were issued to Ms. Hirtler-Garvey at her election in lieu of director fees payable in cash in the amount of $6,250 The price of the derivative security is based on the closing price of the Company's shares on July 10, 2018.