Milton R. Berlinski - Nov 22, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role
Director, 10%+ Owner
Signature
/s/ Milton Berlinski
Stock symbol
VCTR
Transactions as of
Nov 22, 2021
Transactions value $
-$29,368,146
Form type
4
Date filed
11/24/2021, 03:11 PM
Previous filing
Oct 13, 2021
Next filing
Nov 30, 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 +307K 307K Nov 22, 2021 See Footnotes F1, F3, F7, F9
transaction VCTR Class A Common Stock Conversion of derivative security +256K 256K Nov 22, 2021 See Footnotes F1, F4, F7, F9
transaction VCTR Class A Common Stock Conversion of derivative security +4.92K 4.92K Nov 22, 2021 See Footnotes F1, F5, F7, F9
transaction VCTR Class A Common Stock Conversion of derivative security +296K 296K Nov 22, 2021 See Footnotes F1, F6, F9
transaction VCTR Class A Common Stock Sale -$10.5M -307K -100% $34.00 0 Nov 22, 2021 See Footnotes F2, F3, F7, F9
transaction VCTR Class A Common Stock Sale -$8.69M -256K -100% $34.00 0 Nov 22, 2021 See Footnotes F2, F4, F7, F9
transaction VCTR Class A Common Stock Sale -$167K -4.92K -100% $34.00 0 Nov 22, 2021 See Footnotes F2, F5, F7, F9
transaction VCTR Class A Common Stock Sale -$10.1M -296K -100% $34.00 0 Nov 22, 2021 See Footnotes F2, F6, F9
transaction VCTR Class A Common Stock Conversion of derivative security +3.15M 3.15M Nov 23, 2021 See Footnotes F3, F7, F9, F10
transaction VCTR Class A Common Stock Conversion of derivative security +2.62M 2.62M Nov 23, 2021 See Footnotes F4, F7, F9, F10
transaction VCTR Class A Common Stock Conversion of derivative security +50.3K 50.3K Nov 23, 2021 See Footnotes F5, F7, F9, F10
transaction VCTR Class A Common Stock Conversion of derivative security +3.03M 3.03M Nov 23, 2021 See Footnotes F6, F9, F10
transaction VCTR Class A Common Stock Conversion of derivative security +184K 184K Nov 23, 2021 See Footnotes F8, F9, F10
transaction VCTR Class A Common Stock Conversion of derivative security +294K 294K Nov 23, 2021 Direct F10

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 -307K -8.89% 3.15M Nov 22, 2021 Class A Common Stock 307K See Footnotes F1, F3, F7, F9
transaction VCTR Class B Common Stock Conversion of derivative security -256K -8.89% 2.62M Nov 22, 2021 Class A Common Stock 256K See Footnotes F1, F4, F7, F9
transaction VCTR Class B Common Stock Conversion of derivative security -4.92K -8.89% 50.3K Nov 22, 2021 Class A Common Stock 4.92K See Footnotes F1, F5, F7, F9
transaction VCTR Class B Common Stock Conversion of derivative security -296K -8.89% 3.03M Nov 22, 2021 Class A Common Stock 296K See Footnotes F1, F6, F9
transaction VCTR Class B Common Stock Conversion of derivative security -3.15M -100% 0 Nov 23, 2021 Class A Common Stock 3.15M See Footnotes F3, F7, F9, F10
transaction VCTR Class B Common Stock Conversion of derivative security -2.62M -100% 0 Nov 23, 2021 Class A Common Stock 2.62M See Footnotes F4, F7, F9, F10
transaction VCTR Class B Common Stock Conversion of derivative security -50.3K -100% 0 Nov 23, 2021 Class A Common Stock 50.3K See Footnotes F5, F7, F9, F10
transaction VCTR Class B Common Stock Conversion of derivative security -3.03M -100% 0 Nov 23, 2021 Class A Common Stock 3.03M See Footnotes F6, F9, F10
transaction VCTR Class B Common Stock Conversion of derivative security -184K -100% 0 Nov 23, 2021 Class A Common Stock 184K See Footnotes F8, F9, F10
transaction VCTR Class B Common Stock Conversion of derivative security -294K -100% 0 Nov 23, 2021 Class A Common Stock 294K Direct F10
* 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. 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.
F2 Reflects the sale of Class A Shares by certain of 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 with by the Issuer with the Securities and Exchange Commission on November 18, 2021.
F3 Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds")
F4 Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P.
F5 Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P.
F6 Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P.
F7 RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds.
F8 Shares owned directly by MRB ICBC LLC, an entity which Mr. Berlinski controls.
F9 Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
F10 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 shares of Class B Shares into an equal number of shares 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.