Richard M. Demartini - Jul 12, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. DeMartini
Stock symbol: VCTR
Transactions as of: Jul 12, 2021
Transactions value $: $24,981
Form type: 4
Date filed: 7/14/2021, 04:07 PM
Next filing: Oct 13, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VCTR	Class B Common Stock	Award	$25K	+757	+85.73%	$33.00	1.64K	Jul 12, 2021	Class A Common Stock	757		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 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. DeMartini, shares of Class B Common Stock held by Mr. DeMartini will convert into Class A Common Stock.
F2	These shares of Class B Common Stock were issued to Mr. DeMartini at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price of the derivative security is based on the closing price of the Company's shares on July 12, 2021.

Content

The 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. DeMartini, shares of Class B Common Stock held by Mr. DeMartini will convert into Class A Common Stock.

These shares of Class B Common Stock were issued to Mr. DeMartini at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price of the derivative security is based on the closing price of the Company's shares on July 12, 2021.