Crestview Partners II GP, L.P. - 22 Nov 2021 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director, 10%+ Owner
Signature: By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel
Issuer symbol: VCTR
Transactions as of: 22 Nov 2021
Transactions value $: -$106,631,854
Form type: 4
Filing time: 23 Nov 2021, 15:28:46 UTC
Previous filing: 18 May 2021
Next filing: 01 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Class A Common Stock	Conversion of derivative security		+3.65M			3.65M	22 Nov 2021	See Footnote	F1, F5, F6
transaction	VCTR	Class A Common Stock	Sale	-$107M	-3.14M	-86.01%	$34.00	510K	22 Nov 2021	See Footnote	F2, F6
transaction	VCTR	Class A Common Stock	Other		-510K	-100%		0	22 Nov 2021	See Footnote	F3, F6
transaction	VCTR	Class A Common Stock	Conversion of derivative security		+31.6M			31.6M	23 Nov 2021	See Footnote	F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VCTR	Class B Common Stock	Conversion of derivative security		-3.65M	-10.34%		31.6M	22 Nov 2021	Class A Common Stock	3.65M		See Footnote	F1, F5, F6
transaction	VCTR	Class B Common Stock	Conversion of derivative security		-31.6M	-100%		0	23 Nov 2021	Class A Common Stock	31.6M		See Footnote	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis.
F2	Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021.
F3	Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration.
F4	On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
F5	Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date.
F6	Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview GP exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99--Joint Filer Statement