SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2018 | 3. Issuer Name and Ticker or Trading Symbol Victory Capital Holdings, Inc. [ VCTR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 0(1)(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1)(2) | (1)(2) | Class A Common Stock | 805,504(3) | (1)(2) | D | |
Stock option (right to buy) | (4) | 07/31/2023 | Class B Common Stock | 171,631 | 2.45 | D | |
Stock option (right to buy) | (4) | 02/05/2024 | Class B Common Stock | 35,134 | 2.45 | D | |
Stock option (right to buy) | (5) | 12/17/2024 | Class B Common Stock | 29,876 | 4.73 | D | |
Stock option (right to buy) | (6) | 03/11/2026 | Class B Common Stock | 44,287 | 7.52 | D | |
Stock option (right to buy) | (7) | 04/15/2026 | Class B Common Stock | 147,626 | 7.52 | D | |
Stock option (right to buy) | (8) | 03/10/2027 | Class B Common Stock | 58,286 | 13.52 | D |
Explanation of Responses: |
1. Mr. Policarpo does not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into 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. |
2. 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 automatically into one share of Class A Common Stock. |
3. Includes 476,213 unvested restricted shares of Class B Common Stock. |
4. The option has fully vested. |
5. The option has vested as to 25,184 shares. Subject to certain exceptions, the option vests as to 4,692 shares on December 17, 2018. |
6. The option has vested as to 23,419 shares. Subject to certain exceptions, the option vests as to 20,868 aggregate shares in equal installments on each of March 11, 2018, March 11, 2019 and March 11, 2020. |
7. The option has vested as to 78,064 shares. Subject to certain exceptions, the option vests as to 69,562 aggregate shares in equal installments on each of April 15, 2018, April 15, 2019 and April 15, 2020. |
8. The option has vested as to 18,318 shares. Subject to certain exceptions, the option vests as to 39,968 aggregate shares in equal installments on each of March 10, 2018, March 10, 2019, March 10, 2020 and March 10, 2021. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Michael D. Policarpo | 02/07/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |