4//SEC Filing
HAWKES JAMES B 4
Accession 0001209191-21-026559
CIK 0001570827other
Filed
Apr 13, 8:00 PM ET
Accepted
Apr 14, 8:53 AM ET
Size
12.7 KB
Accession
0001209191-21-026559
Insider Transaction Report
Form 4
HAWKES JAMES B
Director
Transactions
- Award
Class B Common Stock
2021-04-12$28.31/sh+1,766$49,995→ 408,209 total→ Class A Common Stock (1,766 underlying)
Holdings
- 90,000(indirect: See Footnote)
Class A Common Stock
- 71,000(indirect: See Footnote)
Class A Common Stock
- 2,000
Class A Common Stock
- 292,685(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (292,685 underlying) - 277,464(indirect: See Footnote)
Class A Common Stock
Footnotes (6)
- [F1]The number of securities differs by 3 from the amount previously reported on the reporting person's Form 4 due to a rounding error.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("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. 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.
- [F6]These shares of Class B 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 $25,000 and (ii) Mr. Hawkes' election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (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 $1,875, (iv) Mr. Hawkes' election in lieu of director fees for service as a member of the Company's Nominating & Governance Committee payable in cash in the amount of $1,875. The price of the derivative security in each case is based on the closing price of the Company's shares on April 12, 2021.
Documents
Issuer
Victory Capital Holdings, Inc.
CIK 0001570827
Entity typeother
Related Parties
1- filerCIK 0001225368
Filing Metadata
- Form type
- 4
- Filed
- Apr 13, 8:00 PM ET
- Accepted
- Apr 14, 8:53 AM ET
- Size
- 12.7 KB