Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-042297
Date:2020-07-10
Issuer: VICTORY CAPITAL HOLDINGS, INC. (VCTR)
Original Submission Date:

Reporting Person:

HAWKES JAMES B
C/O VICTORY CAPITAL HOLDINGS, INC.
15935 LA CANTERA PARKWAY SAN ANTONIO, TX 78256

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-07-10 0 $0.00 277,467 indirect f1
CLASS A COMMON STOCK 2020-07-10 0 $0.00 71,000 indirect f2
CLASS A COMMON STOCK 2020-07-10 0 $0.00 90,000 indirect f3
CLASS A COMMON STOCK 2020-07-10 0 $0.00 2,000 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2020-07-10 deemed execution date A 2,666 (a) class a common stock 2,666 $0.00 401,677 direct
CLASS B COMMON STOCK 0.0 2020-07-10 deemed execution date 0 ( ) class a common stock 292,685 $0.00 292,685 indirect see footnote
Footnotes
IDfootnote
f1 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.
f2 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.
f3 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.
f4 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.
f5 these shares of class b common stock were issued to mr. hawkes at: (i) the company's election in lieu of quarterly director fees for service on the company board payable in cash in the amount of $25,000 and (ii) mr. hawkes' election in lieu of quarterly director fees for service on the company board payable in cash in the amount of $21,250 (iii) mr. hawkes' election in lieu of director fees for service as a member of the company's compensation committee payable in cash in the amount of $1,875, (iv) mr. hawkes' election in lieu of director fees for service as a member of the company's nominating & governance committee payable in cash in the amount of $1,875. the price of the derivative security in each case is based on the closing price of the company's shares on july 10, 2020.
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