Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Victory Capital Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.01 par value per share
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(Title of Class of Securities)
|
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92645B103
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(CUSIP Number)
|
|
December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid OMB control number.
13G
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Partners II GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a): ☐
(b): ☐
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person with:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
31,070,580 (1)
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7
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Sole Dispositive
Power
0
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8
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Shared Dispositive
Power
31,070,580 (1)
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
31,070,580 (1)
|
10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11
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Percent of Class
Represented by Amount in Row (9)
45.62%
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12
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Type of Reporting
Person
PN
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(1)
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This total represents the 31,070,580 shares of Class A common stock,
par value $0.01 (“Class A Common Stock”) of Victory Capital Holdings, Inc. (the “Issuer”) that are directly beneficially
owned by Crestview Victory, L.P. (“Crestview Victory”) and Crestview Advisors, L.L.C. (“Crestview Advisors”) and
deemed to be beneficially owned by the Reporting Person.
|
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Victory, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a): ☐
(b):
☐
|
3
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SEC Use Only
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person with:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
31,060,770
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7
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Sole Dispositive
Power
0
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8
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Shared Dispositive
Power
31,060,770
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
31,060,770
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
|
11
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Percent of Class
Represented by Amount in Row (9)
45.61%
|
12
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Type of Reporting
Person
PN
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13G
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Advisors, L.L.C.
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): ☐
(b): ☐
|
3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person with:
|
5
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Sole Voting Power
0
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6
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Shared Voting Power
9,810
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7
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Sole Dispositive
Power
0
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8
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Shared Dispositive
Power
9,810
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
9,810
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11
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Percent of Class
Represented by Amount in Row (9)
0.1%
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12
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Type of Reporting
Person
PN
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Victory
Capital Holdings, Inc., a Delaware corporation (the “Issuer”).
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(b)
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Address of Issuer’s Principal Executive Offices
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15935
La Cantera Parkway; San Antonio, Texas 78256.
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(a)
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Name of Person Filing
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See
Item 2(b) below.
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(b)
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Address of Principal Business Office or, if none,
Residence
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(1)
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Crestview Partners II GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
|
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(2)
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Crestview Victory, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
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(3)
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Crestview Advisors, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
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See item 4 on Cover Pages to
this Schedule 13G.
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(d)
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Title of Class of Securities
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Class B Common Stock, par value
$0.01 per share
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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☐
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned:
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See item 9 on Cover Pages to this Schedule 13G.
Crestview Partners II GP, L.P. is the general partner of each
of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman),
L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member
of Crestview Victory GP, LLC and a limited partner of Crestview Victory, L.P. Crestview Victory GP, LLC is the general partner of Crestview
Victory, L.P. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Partners
II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview
Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership
of the 31,060,770 shares of Class A Common Stock directly owned by Crestview Victory, L.P.
Alex J. Binderow and Richard M. DeMartini are each members
of the Issuer’s board of directors. Mr. Binderow was previously a partner of Crestview, L.L.C. (which is the general partner of
Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. DeMartini is Vice Chairman of Crestview, L.L.C. and Crestview Advisors,
L.L.C.
Messrs. Binderow and DeMartini were each previously issued
shares under the Issuer’s 2018 Stock Incentive Plan in lieu of quarterly director fees for service on the Issuer’s board of
directors. The shares were fully-vested as of the date of issuance. Each of Messrs. Binderow and DeMartini has assigned all rights, title
and interest in the shares to Crestview Advisors, L.L.C.
Crestview Advisors, L.L.C. holds 9,810 shares of Class A Common
Stock previously granted to Messrs. Binderow and DeMartini.
Each reporting person disclaims beneficial ownership of the reported
securities except and to the extent of its pecuniary interest therein.
See item 11 on Cover Pages to this Schedule 13G. The percentage herein
is based on 68,102,038 shares of Class A Common Stock outstanding as of October 31, 2021 as reported in the Issuer’s Prospectus
Supplement filed November 11, 2021.
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote
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See
item 5 on Cover Pages to this Schedule 13G.
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(ii)
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Shared power to vote or to direct the vote
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See
item 6 on Cover Pages to this Schedule 13G.
|
(iii)
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Sole power to dispose or to direct the disposition
of
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See
item 7 on Cover Pages to this Schedule 13G.
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(iv)
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Shared power to dispose or to direct the disposition
of
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See
item 8 on Cover Pages to this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not
applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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None.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not
applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not
applicable.
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Item 9.
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Notice of Dissolution of Group
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Not
applicable.
Not
applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
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CRESTVIEW PARTNERS II GP, L.P.
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By:
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Crestview, L.L.C., its general partner
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By:
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/s/ Ross A. Oliver
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Name:
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Ross A. Oliver
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Title:
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General Counsel
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CRESTVIEW VICTORY, L.P.
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By:
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Crestview Victory GP, LLC, its general partner
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By:
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/s/ Ross A. Oliver
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Name:
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Ross A. Oliver
|
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Title:
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General Counsel
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CRESTVIEW ADVISORS, L.L.C.
|
|
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|
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By:
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/s/ Ross A. Oliver
|
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Name:
|
Ross A. Oliver
|
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Title:
|
General Counsel
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