| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2022 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/25/2022 | J(1) | 137,253 | D | $0(1) | 1,483,512(2) | I | SEE FOOTNOTES(3)(8) | ||
| Common Stock | 11/25/2022 | J(1) | 262,738 | D | $0(1) | 2,839,839 | I | SEE FOOTNOTES(4)(7)(8) | ||
| Common Stock | 11/25/2022 | J(1) | 218,449 | D | $0(1) | 2,361,141 | I | SEE FOOTNOTES(5)(7)(8) | ||
| Common Stock | 11/25/2022 | J(1) | 4,201 | D | $0(1) | 45,406 | I | SEE FOOTNOTES(6)(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects a pro rata distribution of shares of Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. and REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. to their respective limited partners for no consideration. |
| 2. The number of shares reported do not reflect shares that remain beneficially held by REVERENCE CAPITAL PARTNERS LLC that were previously received in a distribution by RCP LAKE CO-INVEST, L.P. Such shares are not subject to this distribution. |
| 3. The reported securities on this line are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to RCP LAKE CO-INVEST, L.P., and accordingly, such investment committee members disclaim beneficial ownership of such shares. |
| 4. The reported securities on this line are 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"). |
| 5. The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. |
| 6. The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. |
| 7. 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., while RCP GENPAR HOLDCO LLC is the general partner of RCP GENPAR LP. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to the Reverence Capital Funds, and accordingly, such investment committee members disclaim beneficial ownership of such shares. |
| 8. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| /s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P. | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of RCP OPP FUND I GP, L.P. | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of RCP GENPAR LP | 11/25/2022 | |
| /s/ Milton Berlinski, on behalf of RCP GENPAR HOLDCO LLC | 11/25/2022 | |
| ** 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 4 (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. | ||
