Richard M. Demartini - Jul 10, 2023 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 10, 2023
Transactions value $: $29,547
Form type: 4
Date filed: 7/12/2023, 07:30 PM
Previous filing: Apr 12, 2023
Next filing: Oct 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Award	$29.5K	+897	+11.04%	$32.94	9.02K	Jul 10, 2023	Direct	F1
holding	VCTR	Common Stock						27.8K	Jul 10, 2023	By Spouse
holding	VCTR	Common Stock						468K	Jul 10, 2023	See Footnote	F2

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

Explanation of Responses:

Id	Content
F1	These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $804 and (ii) Mr. DeMartini's election in lieu of director fees for service as a member of the Company's Compensation Committee payable in cash in the amount of $1,875 (iii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. On May 9, 2023, Mr. DeMartini's service as a member of the Compensation Committee ended, and as such, his quarterly fees for service on the Compensation Committee were prorated from April 1, 2023 through May 9, 2023. The price is based on the closing price of the Company's shares on July 10, 2023.
F2	Includes Common Stock Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to exempt prorata distributions from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Common Stock Shares except to the extent of his pecuniary interest therein.

Content

These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $804 and (ii) Mr. DeMartini's election in lieu of director fees for service as a member of the Company's Compensation Committee payable in cash in the amount of $1,875 (iii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. On May 9, 2023, Mr. DeMartini's service as a member of the Compensation Committee ended, and as such, his quarterly fees for service on the Compensation Committee were prorated from April 1, 2023 through May 9, 2023. The price is based on the closing price of the Company's shares on July 10, 2023.

Includes Common Stock Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to exempt prorata distributions from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Common Stock Shares except to the extent of his pecuniary interest therein.