4//SEC Filing
Crestview Partners II GP, L.P. 4
Accession 0000950103-20-013625
CIK 0001570827other
Filed
Jul 13, 8:00 PM ET
Accepted
Jul 14, 4:13 PM ET
Size
29.6 KB
Accession
0000950103-20-013625
Insider Transaction Report
Form 4
Crestview Victory, L.P.
Director10% Owner
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying)
Crestview Advisors, L.L.C.
Director10% Owner
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying)
HURST ROBERT J/NY
Director
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying)
DEMARTINI RICHARD M
Director
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying)
Crestview Partners II GP, L.P.
Director10% Owner
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying)
Binderow Alex J.
Director
Transactions
- Award
Class B Common Stock
2020-07-10$18.75/sh+2,666$49,988→ 35,257,300 total(indirect: See Footnotes)→ Class A Common Stock (2,666 underlying) - Award
Class B Common Stock
2020-07-10$18.75/sh+1,333$24,994→ 3,082 total(indirect: See Footnotes)→ Class A Common Stock (1,333 underlying)
Footnotes (8)
- [F1]Reflects shares of Class B Common Stock of the Issuer ("Class B Shares") which are convertible into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis at any time by the holder and have no expiration date. Class B Shares will convert automatically into Class A Shares on the date on which the number of outstanding Class B Shares represents less than 10% of the aggregate combined number of outstanding Class A Shares and Class B Shares. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended restated certificate of incorporation.
- [F2]Reflects the issuance of 1,333 restricted Class B Shares under the Issuer's 2018 Stock Incentive Plan (the "Plan") to each of Alex J. Binderow and Richard M. DeMartini in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to each of Messrs. Binderow and DeMartini in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on July 10, 2020. Each of Messrs. Binderow and DeMartini has assigned all rights, title and interest in the Class B Shares issued to them to Crestview Advisors, L.L.C.
- [F3]Reflects the issuance of 1,333 restricted Class B Shares under the Plan to Robert J. Hurst in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Hurst in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on July 10, 2020.
- [F4]Reflects (i) Class B Shares beneficially owned by Crestview Victory L.P. and (ii) Class B Shares beneficially owned by Crestview Advisors, L.L.C. (including those Class B Shares that were delivered pursuant to the assignment described in Footnote 2 above).
- [F5]Reflects Class B Shares directly beneficially owned by Mr. Hurst.
- [F6]Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over the shares held directly by Crestview Victory. 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. Crestview GP may be deemed to be the beneficial owner of the Class B Shares owned directly by Crestview Victory.
- [F7]Alex J. Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. Binderow is a partner of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities). Mr. DeMartini is an indirect member of Crestview, L.L.C. and Crestview Advisors, L.L.C. Mr. Hurst is Vice Chairman of Crestview L.L.C. and Crestview Advisors, L.L.C.
- [F8]Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Issuer
Victory Capital Holdings, Inc.
CIK 0001570827
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001505639
Filing Metadata
- Form type
- 4
- Filed
- Jul 13, 8:00 PM ET
- Accepted
- Jul 14, 4:13 PM ET
- Size
- 29.6 KB