JAMES B. HAWKES - 10 Jul 2023 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Director
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Hawkes
Issuer symbol: VCTR
Transactions as of: 10 Jul 2023
Net transactions value: +$21,411
Form type: 4
Filing time: 12 Jul 2023, 19:35:26 UTC
Previous filing: 12 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Award	$21,411	+650	+0.15%	$32.94	424,605	10 Jul 2023	Direct	F1
holding	VCTR	Common Stock						20,000	10 Jul 2023	See Footnote	F2
holding	VCTR	Common Stock						277,464	10 Jul 2023	See Footnote	F3
holding	VCTR	Common Stock						71,000	10 Jul 2023	See Footnote	F4
holding	VCTR	Common Stock						382,685	10 Jul 2023	See Footnote	F5

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

Explanation of Responses:

Id	Content
F1	These shares of Common Stock were issued to Mr. Hawkes at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $10,714 and (ii) Mr. Hawkes' election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $9,107 (iii) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Compensation Committee payable in cash in the amount of $804, (iv) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Nominating, Governance, and Sustainability Committee payable in cash in the amount of $804. On May 9, 2023, Mr. Hawkes' term as a member of the Board ended, and as such, his quarterly director fees were prorated from April 1, 2023 through May 9, 2023. The price in each case is based on the closing price of the Company's shares on July 10, 2023.
F2	These securities are held by Mary Lou Hawkes 2012 Revocable U/A DTD 12/10/2012, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. The Reporting Person disclaims beneficial ownership of these Common Stock Shares to the extent of his pecuniary interest therein.
F3	These securities are held directly by James B Hawkes 2012 Revocable U/A DTD 12/10/2012, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012 except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by James B Hawkes 2012 Revocable U/A DTD 12/10/2012.
F4	These securities are held directly by Hawkes Nest, LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Nest, LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Nest, LLC.
F5	These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.