Form 4 for VCTR Victory Capital Holdings, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-11-22 · accession 0000950103-21-018323 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-11-23 | 2021-11-22+ | VCTR | Crestview Victory, L.P. | Dir, 10% | C - Cnv Deriv | — | +35.26M | 3.65M | New | — |
| DI | 2021-11-23 | 2021-11-22 | VCTR | Crestview Victory, L.P. | Dir, 10% | S - Sale | $34.00 | -3.14M | 510.0K | -86% | -$106.63M |
| DI | 2021-11-23 | 2021-11-22 | VCTR | Crestview Victory, L.P. | Dir, 10% | J - Other | — | -510.0K | 0 | -100% | — |
| DMI | 2021-11-23 | 2021-11-22+ | VCTR | Crestview Victory, L.P. | Dir, 10% | C - Cnv Deriv | — | -35.26M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-11-23 | C | A | 31,615,813 | — | 31,615,813 | I See Footnote | — | — | (F4) On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 2 | Common | Class A Common Stock | 2021-11-22 | C | A | 3,646,251 | — | 3,646,251 | I See Footnote | — | — | (F1) Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. (F5) Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 3 | Common | Class A Common Stock | 2021-11-22 | S | D | 3,136,231 | $34.00 | 510,020 | I See Footnote | — | — | (F2) Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 4 | Common | Class A Common Stock | 2021-11-22 | J | D | 510,020 | — | 0 | I See Footnote | — | — | (F3) Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 5 | Derivative | Class B Common Stock | 2021-11-22 | C | D | 3,646,251 | — | 31,615,813 | I See Footnote | — · — to — | 3,646,251 Class A Common Stock | (F1) Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. (F5) Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 6 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 31,615,813 | — | 0 | I See Footnote | — · — to — | 31,615,813 Class A Common Stock | (F4) On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. (F5) Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date. (F6) Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |