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).
13G
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
Crestview Partners II GP, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a): |
o |
(b): |
o |
3 |
SEC
Use Only
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
Number
of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole
Voting Power
1,489,086 |
6 |
Shared
Voting Power
25,695,996 (1) |
7 |
Sole
Dispositive Power
1,489,086 |
8 |
Shared
Dispositive Power
25,695,996 (1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,695,996 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o |
11 |
Percent
of Class Represented by Amount in Row (9)
37.5% |
12 |
Type
of Reporting Person
PN |
(1) |
This total represents the 25,695,996 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 Partners II GP, L.P., 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): |
o |
(b): |
o |
3 |
SEC
Use Only
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
Number
of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
24,194,325 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
24,194,325 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
24,194,325 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o |
11 |
Percent
of Class Represented by Amount in Row (9)
37.3% |
12 |
Type
of Reporting Person
PN |
13G
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
Crestview Advisors, L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a): |
o |
(b): |
o |
3 |
SEC
Use Only
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
Number
of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
12,585 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
12,585 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,585 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o |
11 |
Percent
of Class Represented by Amount in Row (9)
0.0% |
12 |
Type
of Reporting Person
PN |
Victory Capital Holdings, Inc., a Delaware corporation
(the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices |
15935
La Cantera Parkway; San Antonio, Texas 78256.
See Item 2(b) below.
| (b) | Address of Principal Business Office or, if none, Residence |
| (1) | Crestview Partners II GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (2) | Crestview Victory, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (3) | Crestview Advisors, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
See item 4 on Cover Pages to this
Schedule 13G.
| (d) | Title of Class of Securities |
Common Stock, par value $0.01 per share
92645B103
| Item 3. | 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: |
|
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
(i) |
¨ |
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). |
|
(j) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| (a) | Amount beneficially owned: |
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 24,194,325 shares of Common Stock directly owned by Crestview Victory, L.P.
Robert V. Delaney, Jr., Robert J. Hurst and Richard M.
DeMartini are members of the Issuer’s board of directors. Mr. Delaney is 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. Hurst and Mr. DeMartini are Vice Chairman of
Crestview, L.L.C. and Crestview Advisors, L.L.C. Alex J. Binderow is a former member of the Issuer’s board of directors and a
former partner of Crestview, L.L.C. and Crestview Advisors, L.L.C.
Messrs. Binderow, Delaney, Hurst and DeMartini were
issued shares under the Issuer's 2018 Stock Incentive Plan for service on the Issuer’s board of directors. The shares were
fully vested as of the date of issuance. Each of Messers. Binderow, Delaney, Hurst and DeMartini has assigned all rights, title and
interest in 12,585 such shares of Common Stock to Crestview Advisors, L.L.C., which holds such shares directly.
Crestview Partners II GP, L.P. holds 1,489,086 shares of
Common Stock which it received as a pro rata distribution of shares held by Crestview Victory, L.P. to its partners for no consideration.
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 68,509,826 shares of Common Stock outstanding as of October 31, 2022 as reported in the Issuer’s Form 10Q filed
November 7, 2022.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See item 5 on Cover Pages to this Schedule 13G.
| (ii) | Shared power to vote or to direct the vote |
See item 6 on Cover Pages to this Schedule 13G.
| (iii) | Sole power to dispose or to direct the disposition of |
See item 7 on Cover Pages to this Schedule 13G.
| (iv) | Shared power to dispose or to direct the disposition of |
See item 8 on Cover Pages to this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
None.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
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 14, 2023
|
CRESTVIEW PARTNERS II GP, L.P. |
|
|
|
By: Crestview, L.L.C., its general partner |
|
|
|
|
|
By: /s/Ross A. Oliver |
|
Name: Ross A. Oliver |
|
Title: General Counsel |
|
|
|
|
|
CRESTVIEW VICTORY, L.P. |
|
|
|
By: Crestview Victory GP, LLC, its general partner |
|
|
|
|
|
By: /s/Ross A. Oliver |
|
Name: Ross A. Oliver |
|
Title: General Counsel |
|
|
|
|
|
CRESTVIEW ADVISORS, L.L.C. |
|
|
|
|
|
By: /s/Ross A. Oliver |
|
Name: Ross A. Oliver |
|
Title: General Counsel |
|
|