Form 4 for VCTR Victory Capital Holdings, Inc.
Accepted 2021-11-24 00:00:00 ET · period of report 2021-11-22 · accession 0001104659-21-143558 · 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 | 2021-11-24 | 2021-11-22+ | VCTR | RCP Co-Invest GP LLC | Dir, 10% | C - Cnv Deriv | — | +9.90M | 307.4K | New | — |
| DMI | 2021-11-24 | 2021-11-22 | VCTR | RCP Co-Invest GP LLC | Dir, 10% | S - Sale | $34.00 | -863.8K | 0 | -100% | -$29.37M |
| D | 2021-11-24 | 2021-11-23 | VCTR | RCP Co-Invest GP LLC | Dir, 10% | C - Cnv Deriv | — | +294.2K | 294.2K | New | — |
| DMI | 2021-11-24 | 2021-11-22+ | VCTR | RCP Co-Invest GP LLC | Dir, 10% | C - Cnv Deriv | — | -9.90M | 3.15M | -76% | — |
| D | 2021-11-24 | 2021-11-23 | VCTR | RCP Co-Invest GP LLC | Dir, 10% | C - Cnv Deriv | — | -294.2K | 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 | 2021-11-22 | C | A | 4,915 | — | 4,915 | I See Footnotes | — | — | (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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F5) Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P. |
| 2 | Common | Class A Common Stock | 2021-11-22 | C | A | 295,898 | — | 295,898 | I See Footnotes | — | — | (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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F6) Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P. |
| 3 | Common | Class A Common Stock | 2021-11-23 | C | A | 184,231 | — | 184,231 | I See Footnotes | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F8) Shares owned directly by MRB ICBC LLC, an entity which Mr. Berlinski controls. (F9) 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 | S | D | 255,571 | $34.00 | 0 | I See Footnotes | — | — | (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F4) Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P. |
| 5 | Common | Class A Common Stock | 2021-11-22 | S | D | 4,915 | $34.00 | 0 | I See Footnotes | — | — | (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F5) Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P. |
| 6 | Common | Class A Common Stock | 2021-11-22 | S | D | 295,898 | $34.00 | 0 | I See Footnotes | — | — | (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F6) Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P. |
| 7 | Common | Class A Common Stock | 2021-11-23 | C | A | 3,148,685 | — | 3,148,685 | I See Footnotes | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F3) Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds") |
| 8 | Common | Class A Common Stock | 2021-11-23 | C | A | 2,617,925 | — | 2,617,925 | I See Footnotes | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F4) Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P. |
| 9 | Common | Class A Common Stock | 2021-11-23 | C | A | 50,344 | — | 50,344 | I See Footnotes | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F5) Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P. |
| 10 | Common | Class A Common Stock | 2021-11-23 | C | A | 3,031,017 | — | 3,031,017 | I See Footnotes | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F6) Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P. |
| 11 | Common | Class A Common Stock | 2021-11-22 | C | A | 255,571 | — | 255,571 | I See Footnotes | — | — | (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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F4) Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P. |
| 12 | Common | Class A Common Stock | 2021-11-22 | C | A | 307,385 | — | 307,385 | I See Footnotes | — | — | (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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F3) Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds") |
| 13 | Common | Class A Common Stock | 2021-11-23 | C | A | 294,225 | — | 294,225 | D | — | — | (F10) 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 shares of Class B Shares into an equal number of shares 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. |
| 14 | Common | Class A Common Stock | 2021-11-22 | S | D | 307,385 | $34.00 | 0 | I See Footnotes | — | — | (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F3) Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds") |
| 15 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 3,148,685 | — | 0 | I See Footnotes | — · — to — | 3,148,685 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F3) Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds") |
| 16 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 294,225 | — | 0 | D | — · — to — | 294,225 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. |
| 17 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 184,231 | — | 0 | I See Footnotes | — · — to — | 184,231 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F8) Shares owned directly by MRB ICBC LLC, an entity which Mr. Berlinski controls. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 18 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 3,031,017 | — | 0 | I See Footnotes | — · — to — | 3,031,017 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F6) Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P. |
| 19 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 50,344 | — | 0 | I See Footnotes | — · — to — | 50,344 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F5) Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P. |
| 20 | Derivative | Class B Common Stock | 2021-11-23 | C | D | 2,617,925 | — | 0 | I See Footnotes | — · — to — | 2,617,925 Class A Common Stock | (F10) 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 shares of Class B Shares into an equal number of shares 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F4) Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P. |
| 21 | Derivative | Class B Common Stock | 2021-11-22 | C | D | 295,898 | — | 3,031,017 | I See Footnotes | — · — to — | 295,898 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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F6) Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P. |
| 22 | Derivative | Class B Common Stock | 2021-11-22 | C | D | 4,915 | — | 50,344 | I See Footnotes | — · — to — | 4,915 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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F5) Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P. |
| 23 | Derivative | Class B Common Stock | 2021-11-22 | C | D | 255,571 | — | 2,617,925 | I See Footnotes | — · — to — | 255,571 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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F4) Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P. |
| 24 | Derivative | Class B Common Stock | 2021-11-22 | C | D | 307,385 | — | 3,148,685 | I See Footnotes | — · — to — | 307,385 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. 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. (F9) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. (F7) RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds. (F3) Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds") |