Alan Rappaport - Nov 23, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Rappaport
Stock symbol: VCTR
Transactions as of: Nov 23, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/23/2021, 07:27 PM
Previous filing: Oct 13, 2021
Next filing: Dec 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Conversion of derivative security		+289K	+2888.61%		299K	Nov 23, 2021	See Footnote	F1, F2
transaction	VCTR	Common Stock	Conversion of derivative security		+132K			132K	Nov 23, 2021	Direct	F1

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	Conversion of derivative security		-132K	-100%		0	Nov 23, 2021	Class A Common Stock	132K		Direct	F1
transaction	VCTR	Class B Common Stock	Conversion of derivative security		-289K	-100%		0	Nov 23, 2021	Class A Common Stock	289K		See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
F2	These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.

Content

On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.