James B. Hawkes - Nov 23, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role
Director
Signature
/s/ Nina Gupta, attorney-in-fact for Mr. Hawkes
Stock symbol
VCTR
Transactions as of
Nov 23, 2021
Transactions value $
$0
Form type
4
Date filed
11/23/2021, 07:30 PM
Previous filing
Oct 13, 2021
Next filing
Jan 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCTR Common Stock Conversion of derivative security +293K +325.21% 383K Nov 23, 2021 See Footnote F3
transaction VCTR Common Stock Conversion of derivative security +411K +20555.55% 413K Nov 23, 2021 Direct F3
holding VCTR Common Stock 277K Nov 23, 2021 See Footnote F1
holding VCTR Common Stock 71K Nov 23, 2021 See Footnote F2

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 -411K -100% 0 Nov 23, 2021 Class A Common Stock 411K Direct F3
transaction VCTR Class B Common Stock Conversion of derivative security -293K -100% 0 Nov 23, 2021 Class A Common Stock 293K See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are held directly by James B Hawkes 2012 Revocable U/A DTD 12/10/2012, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012 except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012.
F2 These securities are held directly by Hawkes Nest, LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Nest, LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Nest, LLC.
F3 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.
F4 These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.