Statement of Changes in Beneficial Ownership (4)
May 15 2020 - 4:30PM
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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3235-0287
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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
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HAWKES JAMES B |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VICTORY CAPITAL HOLDINGS, INC., 15935 LA CANTERA PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2020 |
(Street)
SAN ANTONIO, TX 78256
(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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Class A Common Stock | 5/13/2020 | | P | | 20000 | A | $13.96 (1) | 20000 | I | See Footnote (2) |
Class A Common Stock | 5/14/2020 | | P | | 20000 | A | $13.72 (3) | 40000 | I | See Footnote (2) |
Class A Common Stock | | | | | | | | 90000 | I | See Footnote (4) |
Class A Common Stock | | | | | | | | 260063 | I | See Footnote (5) |
Class A Common Stock | | | | | | | | 2000 | D | |
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 |
Class B Common Stock | (6) | | | | | | | (6) | (6) | Class A Common Stock | 399011 | | 399011 | D | |
Class B Common Stock | (6) | | | | | | | (6) | (6) | Class A Common Stock | 292685 | | 292685 | I | See Footnote (4) |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.845 to $13.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4. |
(2) | 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. |
(3) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.685 to $13.76, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4. |
(4) | 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. |
(5) | 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. |
(6) | 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HAWKES JAMES B C/O VICTORY CAPITAL HOLDINGS, INC. 15935 LA CANTERA PARKWAY SAN ANTONIO, TX 78256 | X |
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Signatures
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/s/ Nina Gupta, attorney-in-fact for Mr. Hawkes | | 5/15/2020 |
**Signature of Reporting Person | Date |
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