Statement of Changes in Beneficial Ownership (4)
January 13 2020 - 6:40PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cliff Kelly Stevenson |
2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc.
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VCTR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres Investment Franchises |
(Last)
(First)
(Middle)
C/O VICTORY CAPITAL HOLDINGS, INC., 4900 TIEDEMAN ROAD 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2019 |
(Street)
BROOKLYN, OH 44144
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $13.52 | 8/31/2019 | | A | | 4496 | | 8/31/2019 | 3/10/2027 | Class B Common Stock | 4496 | $0.00 | 96442 (1) | D | |
Stock Option (right to buy) | $13.52 | 9/22/2019 | | A | | 3498 | | 9/22/2019 | 3/10/2027 | Class B Common Stock | 3498 | $0.00 | 99920 (1) | D | |
Explanation of Responses: |
(1) | On March 10, 2017, the reporting person was granted an option to purchase 99,920 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 12,490 of the shares vest based on the satisfaction of certain performance criteria, which were as previously reported met for 4,496 shares on April 30, 2018, were met for an additional 4,496 shares on August 31, 2019 and an additional 3,498 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 87,430 of the shares have vested or will vest based on the passage of time. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cliff Kelly Stevenson C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN, OH 44144 |
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| Pres Investment Franchises |
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Signatures
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/s/ Nina Gupta, attorney-in-fact for Mr. Cliff | | 1/13/2020 |
**Signature of Reporting Person | Date |
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