Crestview Partners II GP, L.P. - Mar 2, 2023 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
Mar 2, 2023
Transactions value $
$0
Form type
4
Date filed
3/2/2023, 05:40 AM
Previous filing
Jan 12, 2023
Next filing
Apr 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCTR Common Stock, par value $0.01 per share Other $0 -3.3M -12.83% $0.00 22.4M Mar 2, 2023 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 pro rata distribution of common stock held by Crestview Victory, L.P. to its applicable partners for no consideration.
F2 Includes shares held by Crestview Partners II GP, L.P. ("Crestview GP") (on account of prior pro rata distributions of common stock by Crestview Victory, L.P.), Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including 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.) 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 GP) 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