Michael Dennis Policarpo - Nov 22, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Signature
/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo
Stock symbol
VCTR
Transactions as of
Nov 22, 2021
Transactions value $
$259,650
Form type
4
Date filed
11/22/2021, 07:45 PM
Next filing
Nov 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCTR Class A Common Stock Purchase $260K +7.5K $34.62 7.5K Nov 22, 2021 Direct 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
holding VCTR Class B Common Stock 759K Nov 22, 2021 Class A Common Stock 759K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.00 to $35.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.
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.
F3 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. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.