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

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Rappaport
Stock symbol: VCTR
Transactions as of: Jul 12, 2021
Transactions value $: $24,981
Form type: 4
Date filed: 7/14/2021, 04:16 PM
Next filing: Jul 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VCTR	Class A Common Stock						10K	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	$25K	+757	+0.58%	$33.00	131K	Jul 12, 2021	Class A Common Stock	757		Direct	F2, F3
holding	VCTR	Class B Common Stock						289K	Jul 12, 2021	Class A Common Stock	289K		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 ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.
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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock.
F3	These shares of Class B Common Stock were issued to Mr. Rappaport at 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. The price of the derivative security is based on the closing price of the Company's shares on July 12, 2021.