Victory Capital Holdings Inc.

04/14/2021 | Press release | Distributed by Public on 04/14/2021 17:59

Insider Trading Report (SEC Filing - 4)

SEC FORM 4SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Davanzo Lawrence
(Last) (First) (Middle)
C/O VICTORY CAPITAL HOLDINGS, INC.
15935 LA CANTERA PARKWAY
(Street)
SAN ANTONIO TX 78256
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 20,000 I See Footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 (2) 04/12/2021 A 1,722 (2) (2) Class A Common Stock 1,722 $28.31(3) 7,186 D
Class B Common Stock (2) (2) (2) Class A Common Stock 149,470(4) 149,470(4) I See Footnote(1)
Explanation of Responses:
1. These securities are held directly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust.
2. 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. Davanzo, shares of Class B Common Stock held by Mr. Davanzo or Mr. Davanzo's permitted estate planning entities will convert into Class A Common Stock.
3. These shares of Class B Common Stock were issued to Mr. Davanzo 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. Davanzo's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Davanzo's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price of the derivative security is based on the closing price of the Company's shares on April 12, 2021.
4. The number of securities differs by 1 from the amount previously reported on the reporting person's Form 4 due to a rounding error.
Remarks:
/s/ Nina Gupta, attorney-in-fact for Mr. Davanzo 04/14/2021
** 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 Number.