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

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Victory Capital Holdings, Inc. (VCTR)
CIK: 0001570827
Period of Report: 2021-03-15

Reporting Person: Cliff Kelly Stevenson (Pres., Investment Franchises)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Class B Common Stock	$	A	14936	Disposed		Class A Common Stock (14936)	Direct

Footnotes

F1: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock

F2: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Cliff each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert into one share of Class A Common Stock.

F3: Subject to certain exceptions, the shares of Class B Common Stock vest as to 14,936 aggregate shares in equal installments on each of March 15, 2022, March 15, 2023 and March 15, 2024.