Statement of Changes in Beneficial Ownership (4)
November 25 2022 - 8:46AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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RCP Lake Co-Invest, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc.
[
VCTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O REVERENCE CAPITAL PARTNERS LLC, 590 MADISON AVE., 29TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2022 |
(Street)
NEW YORK, NY 10022
(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)
___ Form filed by One Reporting Person
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X
_ 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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Common Stock | 11/25/2022 | | J(1) | | 137253 | D | $0 (1) | 1483512 (2) | I | SEE FOOTNOTES (3)(8) |
Common Stock | 11/25/2022 | | J(1) | | 262738 | D | $0 (1) | 2839839 | I | SEE FOOTNOTES (4)(7)(8) |
Common Stock | 11/25/2022 | | J(1) | | 218449 | D | $0 (1) | 2361141 | I | SEE FOOTNOTES (5)(7)(8) |
Common Stock | 11/25/2022 | | J(1) | | 4201 | D | $0 (1) | 45406 | I | SEE FOOTNOTES (6)(7)(8) |
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 |
Explanation of Responses: |
(1) | Reflects a pro rata distribution of shares of Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. and REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. to their respective limited partners for no consideration. |
(2) | The number of shares reported do not reflect shares that remain beneficially held by REVERENCE CAPITAL PARTNERS LLC that were previously received in a distribution by RCP LAKE CO-INVEST, L.P. Such shares are not subject to this distribution. |
(3) | The reported securities on this line are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to RCP LAKE CO-INVEST, L.P., and accordingly, such investment committee members disclaim beneficial ownership of such shares. |
(4) | The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. (and together with REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. and REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P., the "Reverence Capital Funds"). |
(5) | The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. |
(6) | The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. |
(7) | RCP OPP FUND I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GENPAR LP is the general partner of RCP OPP FUND I GP, L.P., while RCP GENPAR HOLDCO LLC is the general partner of RCP GENPAR LP. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to the Reverence Capital Funds, and accordingly, such investment committee members disclaim beneficial ownership of such shares. |
(8) | Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RCP Lake Co-Invest, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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RCP Co-Invest GP LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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Reverence Capital Partners LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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Reverence Capital Partners Opportunities Fund I, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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Reverence Capital Partners Opportunities Fund I (Cayman), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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Reverence Capital Partners Opportunities Fund I (AI), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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RCP Opp Fund I GP, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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RCP GenPar LP C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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RCP GenPar HoldCo LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P. | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of RCP OPP FUND I GP, L.P. | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of RCP GENPAR LP | | 11/25/2022 |
**Signature of Reporting Person | Date |
/s/ Milton Berlinski, on behalf of RCP GENPAR HOLDCO LLC | | 11/25/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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