Crestview Partners II GP, L.P. - Nov 22, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role
Director, 10%+ Owner
Signature
By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel
Stock symbol
VCTR
Transactions as of
Nov 22, 2021
Transactions value $
-$106,631,854
Form type
4
Date filed
11/23/2021, 03:28 PM
Previous filing
May 18, 2021
Next filing
Dec 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCTR Class A Common Stock Conversion of derivative security +3.65M 3.65M Nov 22, 2021 See Footnote F1, F5, F6
transaction VCTR Class A Common Stock Sale -$107M -3.14M -86.01% $34.00 510K Nov 22, 2021 See Footnote F2, F6
transaction VCTR Class A Common Stock Other -510K -100% 0 Nov 22, 2021 See Footnote F3, F6
transaction VCTR Class A Common Stock Conversion of derivative security +31.6M 31.6M Nov 23, 2021 See Footnote F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VCTR Class B Common Stock Conversion of derivative security -3.65M -10.34% 31.6M Nov 22, 2021 Class A Common Stock 3.65M See Footnote F1, F5, F6
transaction VCTR Class B Common Stock Conversion of derivative security -31.6M -100% 0 Nov 23, 2021 Class A Common Stock 31.6M See Footnote F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
F2 Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021.
F3 Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration.
F4 On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
F5 Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date.
F6 Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99--Joint Filer Statement