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

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Victory Capital Holdings, Inc. (VCTR)
CIK: 0001570827
Period of Report: 2021-03-31

Reporting Person: Policarpo Michael Dennis (President, CFO & CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Class B Common Stock	$	F	19600	Disposed		Class A Common Stock (19600)	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. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2019 and March 31, 2020. Such restricted shares vested on March 31, 2021. The net settlement price was the closing stock price on March 31, 2021.