Richard M. Demartini - Nov 23, 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. DeMartini
Stock symbol: VCTR
Transactions as of: Nov 23, 2021
Transactions value $: $500,501
Form type: 4
Date filed: 11/23/2021, 08:15 PM
Previous filing: Oct 13, 2021
Next filing: Nov 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Other		-102K	-100%		0	Nov 22, 2021	See Footnote	F1, F2
transaction	VCTR	Common Stock	Conversion of derivative security		+2.33K			2.33K	Nov 23, 2021	Direct	F3
transaction	VCTR	Common Stock	Purchase	$501K	+14.3K		$34.90	14.3K	Nov 23, 2021	By Spouse	F4
holding	VCTR	Common Stock						102K	Nov 23, 2021	See Footnote	F5

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		-2.33K	-100%		0	Nov 23, 2021	Class A Common Stock	2.33K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects a prorata distribution of shares of Class A Common Stock of the Issuer ("Class A Shares") held by DeMartini Investors, L.P. to its limited partners for no consideration.
F2	Includes Class A Shares held by DeMartini Investors, L.P., an entity controlled by the Reporting Person. These shares were received pursuant to an exempt prorata distribution from Crestview Partners II GP, L.P., of which DeMartini Investors, L.P. is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares to the extent of his pecuniary interest therein.
F3	On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
F4	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.61 to $34.95, 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 to this Form 4.
F5	Includes Class A Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to an exempt prorata distribution from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Class A Shares except to the extent of his pecuniary interest therein.