Victory Capital Holdings, Inc. — Director's Dealing 2021

Nov 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Victory Capital Holdings, Inc. (VCTR)
CIK: 0001570827
Period of Report: 2021-11-23

Reporting Person: DEMARTINI RICHARD M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Common Stock	J	102239	—	Disposed	0	Indirect
2021-11-23	Common Stock	C	2333	—	Acquired	2333	Direct
2021-11-23	Common Stock	P	14341	$34.90	Acquired	14341	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-23	Class B Common Stock	$	C	2333	Disposed		Class A Common Stock (2333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102239	Indirect

Footnotes

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.