James B. Hawkes - Jul 10, 2023 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Hawkes
Stock symbol: VCTR
Transactions as of: Jul 10, 2023
Transactions value $: $21,411
Form type: 4
Date filed: 7/12/2023, 07:35 PM
Previous filing: Apr 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Award	$21.4K	+650	+0.15%	$32.94	425K	Jul 10, 2023	Direct	F1
holding	VCTR	Common Stock						20K	Jul 10, 2023	See Footnote	F2
holding	VCTR	Common Stock						277K	Jul 10, 2023	See Footnote	F3
holding	VCTR	Common Stock						71K	Jul 10, 2023	See Footnote	F4
holding	VCTR	Common Stock						383K	Jul 10, 2023	See Footnote	F5

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

Explanation of Responses:

Id	Content
F1	These shares of Common Stock were issued to Mr. Hawkes 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 $10,714 and (ii) Mr. Hawkes' election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $9,107 (iii) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Compensation Committee payable in cash in the amount of $804, (iv) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Nominating, Governance, and Sustainability Committee payable in cash in the amount of $804. On May 9, 2023, Mr. Hawkes' term as a member of the Board ended, and as such, his quarterly director fees were prorated from April 1, 2023 through May 9, 2023. The price in each case is based on the closing price of the Company's shares on July 10, 2023.
F2	These securities are held by Mary Lou Hawkes 2012 Revocable U/A DTD 12/10/2012, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. The Reporting Person disclaims beneficial ownership of these Common Stock Shares to the extent of his pecuniary interest therein.
F3	These securities are held directly by James B Hawkes 2012 Revocable U/A DTD 12/10/2012, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012 except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012.
F4	These securities are held directly by Hawkes Nest, LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Nest, LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Nest, LLC.
F5	These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.