Lawrence Davanzo - Jul 12, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role
Director
Signature
/s/ Nina Gupta, attorney-in-fact for Mr. Davanzo
Stock symbol
VCTR
Transactions as of
Jul 12, 2021
Transactions value $
$48,741
Form type
4
Date filed
7/14/2021, 04:11 PM
Next filing
Oct 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VCTR Class A Common Stock 20K Jul 12, 2021 See Footnote F1

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 Award $48.7K +1.48K +20.55% $33.00 8.66K Jul 12, 2021 Class A Common Stock 1.48K Direct F2, F3
holding VCTR Class B Common Stock 149K Jul 12, 2021 Class A Common Stock 149K See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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 July 12, 2021.