Nina Gupta - Aug 30, 2022 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Chief Legal Officer
Signature: /s/ Nina Gupta
Stock symbol: VCTR
Transactions as of: Aug 30, 2022
Transactions value $: -$1,026,766
Form type: 4
Date filed: 8/31/2022, 04:03 PM
Previous filing: Apr 4, 2022
Next filing: Mar 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Options Exercise	$591K	+73K	+54.21%	$8.09^*	208K	Aug 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$250K	+18.5K	+8.91%	$13.52	226K	Aug 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$200K	+14.8K	+6.55%	$13.52	241K	Aug 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$250K	+17.5K	+7.27%	$14.27	258K	Aug 30, 2022	Direct
transaction	VCTR	Common Stock	Tax liability	-$2.32M	-85.4K	-33.02%	$27.15	173K	Aug 30, 2022	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
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-73K	-100%	$0.00^*	0	Aug 30, 2022	Common Stock	73K	$8.09	Direct	F2
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-18.5K	-100%	$0.00^*	0	Aug 30, 2022	Common Stock	18.5K	$13.52	Direct	F3
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-14.8K	-100%	$0.00^*	0	Aug 30, 2022	Common Stock	14.8K	$13.52	Direct	F4
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-17.5K	-100%	$0.00^*	0	Aug 30, 2022	Common Stock	17.5K	$14.27	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on August 30, 2022. The net settlement price was the closing stock price on August 30, 2022.
F2	On July 29, 2016, the reporting person was granted an option to purchase 72,997 shares of Common Stock. As reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the "Form 3"), 63,874 of the shares have vested or will vest based on the passage of time. The remaining 9,123 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 3,284 shares on April 30, 2018, 3,284 shares on August 31, 2019 and 2,555 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
F3	On March 10, 2017, the reporting person was granted an option to purchase 18,503 shares of Common Stock. As reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time. The remaining 2,311 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 832 shares on April 30, 2018, 832 shares on August 31, 2019 and 647 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
F4	On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Common Stock. As reported on the Form 3, 12,954 of the shares have vested or will vest based on the passage of time. The remaining 1,849 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 666 shares on April 30, 2018, 666 shares on August 31, 2019 and 517 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
F5	On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Common Stock. As reported on the Form 3, 10,512 of the shares have vested or will vest based on the passage of time. The remaining 7,007 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 2,336 shares on April 30, 2018, 2,336 shares on August 31, 2019 and 2,335 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.