Crestview Partners II GP, L.P. - Nov 25, 2022 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

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 25, 2022
Transactions value $
$0
Form type
4
Date filed
11/25/2022, 05:08 AM
Previous filing
Oct 12, 2022
Next filing
Jan 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCTR Common Stock Other $0 -2.38M -8.47% $0.00 25.7M Nov 25, 2022 See Footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects a prorata distribution of Shares held by Crestview Victory, L.P. to its applicable partners for no consideration.
F2 Includes (i) 2,775 shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's Board of Directors (for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.) and (ii) shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P.
F3 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.
F4 Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).
F5 Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:

Exhibit 99--Joint Filer Statement